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EXHIBIT 4(C)

EXPLANATORY NOTE: THE FOLLOWING DOCUMENT INCORPORATES CHANGES MADE BY A FIRST
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE
TAUBMAN REALTY GROUP LIMITED PARTNERSHIP EFFECTIVE SEPTEMBER 30, 1997 (THE
"AMENDMENT"). THE PARTIES HAVE NOT FORMALLY ADOPTED AND EXECUTED A SECOND
AMENDED AND RESTATED AGREEMENT.

THE AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

DATED NOVEMBER 30, 1992

[AS AMENDED BY A FIRST AMENDMENT TO THE AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF THE TAUBMAN REALTY GROUP LIMITED

PARTNERSHIP AGREEMENT EFFECTIVE SEPTEMBER 30, 1997]

2
TABLE
OF
CONTENTS

THE AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

RESULTING FROM THE DIVISION OF THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

A DELAWARE LIMITED PARTNERSHIP

Page
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I - CONTINUATION; CHANGE OF JURISDICTION; NAME;
PRINCIPAL OFFICE; AGENT FOR SERVICE OF PROCESS;
FILING OF CERTIFICATE(S); TERM; TITLE TO PARTNERSHIP
PROPERTY.

Section 1.1 Continuation; Change of Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.3 Principal Office; Agent For Service of Process . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.4 Filing of Certificate(s) as Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.5 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.6 Title to Partnership Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

III - PURPOSES AND POWERS; PARTNERSHIP ONLY FOR PURPOSES
SPECIFIED; REPRESENTATIONS AND WARRANTIES.

Section 3.1 Purposes and Powers of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.2 Partnership Only for Purposes Specified . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.3 Representations and Warranties by the Partners . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.4 Real Estate Investment Trust Requirements . . . . . . . . . . . . . . . . . . . . . . . . 28

IV - CAPITAL CONTRIBUTIONS; OPENING CAPITAL ACCOUNT
BALANCES; ANTICIPATED FINANCING; CAPITAL ACCOUNTS;
PARTNERSHIP INTERESTS; UNITS OF PARTNERSHIP INTEREST;
PERCENTAGE INTERESTS; PARTNERSHIP INTEREST CERTIFICATES;
PURCHASE OF FRACTIONAL UNITS; ADJUSTMENT OF UNITS OF
PARTNERSHIP INTEREST.

Section 4.1 Capital Contributions; Opening Capital Account Balances . . . . . . . . . . . . . . . . . 30
Section 4.2 Anticipated Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.3 No Right to Withdraw Capital; No Requirement
of Further Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(i)

Section 4.4 No Interest on Capital Contributions or
Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.5 Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.6 Partnership Interests; Units of Partnership
Interest; Percentage Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 4.7 Partnership Interest Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.8 Purchase of Fractional Units of Partnership
Interest; Adjustment of Units of Partnership Interest . . . . . . . . . . . . . . . . . 38

V - ALLOCATIONS; DISTRIBUTIONS; BANK ACCOUNTS;
BOOKS OF ACCOUNT; TAX RETURNS;
ACCOUNTING AND REPORTS; PARTNERSHIP FISCAL YEAR.

Section 5.1 Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 5.2 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
[THE AMENDMENT ADDED THE FOLLOWING SECTION:
Section 5.3 Guaranteed Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49]
Section 5.3 Bank Accounts and Other Investments . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 5.4 Books of Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 5.5 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 5.6 Accounting and Reports, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 5.7 Partnership Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

VI - MANAGEMENT; AUTHORITY AND AUTHORIZED ACTIONS BY THE
MANAGING GENERAL PARTNER; AUTHORITY AND APPOINTMENT AND
AUTHORIZED ACTIONS BY THE PARTNERSHIP COMMITTEE; AUTHORITY
AND APPOINTMENT OF AND AUTHORIZED ACTIONS BY THE EXECUTIVE
COMMITTEE; CERTAIN LIMITATIONS ON THE AUTHORITY OF THE
EXECUTIVE COMMITTEE; AUTHORITY AND
APPOINTMENT OF AND AUTHORIZED ACTIONS BY THE COMPENSATION
COMMITTEE; ANNUAL BUDGET; NOTICES; STANDARD OF CONDUCT;
CONFLICTING INTEREST DISCLOSURE OR RECUSAL; MASTER
SERVICES AGREEMENT AND CORPORATE SERVICES AGREEMENT;
ABSENCE OF AUTHORITY OF LIMITED PARTNERS; FIDELITY
BONDS AND INSURANCE; ENGAGEMENT OF PARTNERS' AFFILIATES;
INDEMNITY AND REIMBURSEMENT; TAX MATTERS PARTNER.

Section 6.1 Management; Authority and Authorized Actions
by the Managing General Partner; Authority
and Appointment of and Authorized Actions by
the Partnership Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 6.2 Authority and Appointment of and Authorized
Actions by the Executive Committee; Certain
Limitations on the Authority of the
Executive Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 6.3 Authority and Appointment of and Authorized
Action by the Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 6.4 Additional Limitations on Authority of the
Managing General Partner, the Partnership
Committee and the Executive Committee;
Delegation of Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 6.5 Annual Budget; Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 6.6 Standard of Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 6.7 Conflicting Interest Disclosure or Recusal . . . . . . . . . . . . . . . . . . . . . . . 72

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Section 6.8 Master Services Agreement and Corporate
Services Agreement; Engagement
of Partners' Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 6.9 Absence of Authority of Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 6.10 Fidelity Bonds and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 6.11 Execution of Legal Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 6.12 Indemnity and Reimbursement; Advancement of
Expenses and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 6.13 Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

VII - OTHER VENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

VIII - TRANSFERS OF UNITS OF PARTNERSHIP INTEREST; SUBSTITUTION OF PARTNERS; ADDITIONAL PARTNERSHIP INTERESTS; CONVERSION
OF PARTNERSHIP INTERESTS.

Section 8.1 Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 8.2 Substitution of Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Section 8.3 Failure or Refusal to Grant Consent . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 8.4 Issuance of Additional Interests
to TREIT and Other Persons or of Incentive
Interests to Certain Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Section 8.5 Conversion of Partnership Interests . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Section 8.6 No Change to TG Receivable Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 88

IX - WITHHOLDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

X - DISABLING EVENT OR EVENT OF WITHDRAWAL IN RESPECT
OF A PARTNER; SUCCESSION OF INTERESTS.

Section 10.1 Disabling Event or Event of Withdrawal
in Respect of a Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
Section 10.2 References to "Partner" and "Partners" in the
Event of Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 10.3 Waiver of Dissolution if Transfer is in Full
Compliance with Agreement; Negation of Right
to Dissolve Except as Herein Provided;
No Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

XI - TERMINATION OF THE PARTNERSHIP,
WINDING UP, AND LIQUIDATION.

Section 11.1 Liquidation of the Assets of the Partnership
and Disposition of the Proceeds Thereof . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 11.2 Cancellation of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 11.3 Return of Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

XII - POWER OF ATTORNEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

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XIII- MISCELLANEOUS.

Section 13.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
Section 13.2 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.3 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.4 Word Meanings; Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.5 Section Titles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.6 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.7 Separability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 13.8 Binding Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 13.9 Equitable Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 13.10 Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 13.11 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Section 13.12 No Third Party Rights Created Hereby . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 13.13 Liability of Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 13.14 Additional Acts and Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 13.15 Agreement in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 13.16 Attorneys-In-Fact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 13.17 Execution by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Section 13.18 Lost Partnership Interest Certificates . . . . . . . . . . . . . . . . . . . . . . . 106
Section 13.19 Certain Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Section 13.20 Closing Allocation Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

Schedule A Capital Account Balances of the Partners as of the Contribution Date After Giving
Effect to Capital Contributions
Schedule B Units of Partnership Interest and Percentage Interests of the Partners
Schedule C Initial Number and Value of Units of Partnership Interest
Schedule D Regional Centers
Schedule E Developments
Schedule F Development Opportunities Specifically Excluded from Contribution
Schedule G Excluded Retail Interests, Retail Opportunities, and Retail Properties
Schedule H Adjusted Basis and Initial Book Values of Regional Center Interests, Development
Opportunity Interests, and Development Opportunities
Schedule I Initial Grant of Incentive Options
Schedule J Certain Interests of Partners in Tenants of Regional Centers

Exhibit A Master Services Agreement
Exhibit B Incentive Option Plan
Exhibit C Form of Partnership Interest Certificate
Exhibit D Corporate Services Agreement
Exhibit E Consents

Appendix A Closing Allocation Provisions

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THE AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP
OF
THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

[AS AMENDED THROUGH SEPTEMBER 30, 1997]

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (hereinafter,
as the same may be amended and/or supplemented, referred to as this
"Agreement") is made the 30th day of November, 1992, by, between, and among
TAUBMAN CENTERS, INC. ("TREIT"), a Michigan corporation (hereinafter sometimes
referred to as the Managing General Partner), TG PARTNERS LIMITED PARTNERSHIP
("TG"), a Delaware limited partnership, TAUB-CO MANAGEMENT, INC., a Michigan
corporation [formerly The Taubman Company, Inc.] ("T-Co"), and GMPTS LIMITED
PARTNERSHIP, a Delaware limited partnership ("GMPTS"), all of the beneficial
interests of which are held by General Motors Hourly-Rate Employes Pension
Trust u/t/a dated March 1, 1983, as amended, and General Motors Salaried
Employes Pension Trust u/t/a dated March 1, 1983, as amended, as general
partners (hereinafter sometimes referred to collectively as the "General
Partners" and individually as a "General Partner"), and TAUBMAN REALTY VENTURES
("TRV"), a Michigan co-partnership, TRA PARTNERS, a Michigan co-partnership
("TRAP"), A. ALFRED TAUBMAN, acting not individually but as Trustee, or the
successor(s) in trust, of THE A. ALFRED TAUBMAN RESTATED REVOCABLE TRUST, as
amended and restated in its entirety by Instrument dated January 10, 1989 (as
the same has been and may hereafter be amended from time to time) ("AAT
Trust"), ROBERT S. TAUBMAN, WILLIAM S. TAUBMAN, GAYLE T. KALISMAN, RICHARD P.
KUGHN, THE KUGHN REAL PROPERTIES COMPANY, a Michigan limited partnership,
ROBERT C. LARSON, SIDNEY R. UNOBSKEY, LEONARD DOBBS, AVNER NAGGAR, MARVIN G.
LEECH, MGL & ASSOCIATES LIMITED PARTNERSHIP, a Michigan limited partnership,
JOE E. BURKHARDT and JUANITA J. BURKHARDT, not individually but

as Co-Trustees of the BURKHARDT FAMILY TRUST, under trust agreement dated March
12, 1983, as amended, DAVID NAGGAR, not individually but as Trustee, or the
successor(s) in trust, of the NAGGAR FAMILY TRUST, under instrument dated
September 12, 1989, and MAX M. FISHER, acting not individually but as Trustee,
or the successor(s) in trust, of THE MAX M. FISHER REVOCABLE TRUST, as amended
and restated in its entirety by Instrument dated May 11, 1992 (as the same may
be amended from time to time) ("MMF"), all as limited partners (hereinafter
sometimes referred to collectively as the "Limited Partners" and individually
as a "Limited Partner").
RECITALS:

A. Certain of the parties hereto entered into the Limited Partnership
Agreement of The Taubman Realty Group Limited Partnership, dated August 1, 1985
(the "Original Partnership Agreement"), pursuant to which such parties
reconstituted The Taubman Realty Group, a Michigan co-partnership, as The
Taubman Realty Group Limited Partnership, a limited partnership under the laws
of the Commonwealth of Massachusetts (the "Original Partnership").

B. The Original Partnership Agreement was subsequently amended to reflect
the admission of certain Persons as Partners, and for certain other purposes.

C. Pursuant to an Agreement and Plan of Merger dated November 16, 1992,
the Original Partnership was merged with and into The Taubman Realty Group
Limited Partnership, a Delaware limited partnership, with The Taubman Realty
Group Limited Partnership, a Delaware limited partnership, being the surviving
partnership (the "Surviving Partnership"), and the partnership agreement of The
Taubman Realty Group Limited Partnership, a Delaware limited partnership, being
the Surviving Partnership's partnership agreement (the "Surviving Partnership
Agreement").

D. The Surviving Partnership then proceeded to effect a division pursuant
to Section 708(a)(2)(B) of the Code and a certain Agreement of Division,
resulting in two (2) continuing partnerships, the Partnership and TG.

E. The Surviving Partnership Agreement was amended (the "First Amendment")
to reflect the admission of TG as a limited partner in the Partnership (such
admission being

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pursuant to, and as a part of, and in order to effect, the division described
in Recital D hereof), as well as to reflect the admission of certain other
Persons as limited partners in the Partnership.

F. Subsequent to the First Amendment, and pursuant to, and as a part of,
and in order to effect, the division described in Recital D hereof, the TG
Receivables were allocated and distributed in their entirety to TG in reduction
of its interest as a limited partner in the Partnership.

G. The Surviving Partnership Agreement, as amended by the First Amendment,
was subsequently amended on November 20, 1992 (the "Second Amendment"), to
reflect the admission of TREIT as a general partner of the Partnership, and to
reflect the admission of TRAP as a limited partner of the Partnership, and for
certain other purposes. (The Surviving Partnership Agreement, as amended by
the First Amendment and the Second Amendment, is herein referred to as the
"Amended Partnership Agreement".)

H. The parties hereto now wish to continue the Partnership as a Delaware
limited partnership, and to amend and restate in its entirety the Amended
Partnership Agreement to reflect the admission of GMPTS as a general partner,
the admission of MMF as a limited partner, the Transfer by AAT Trust, Robert S.
Taubman, William S. Taubman and Gayle T. Kalisman of a portion of their
partnership interests as limited partners in the Partnership to TRAP, the
conversion by TG of its remaining partnership interest as a limited partner in
the Partnership to a partnership interest as a general partner in the
Partnership, and the conversion by each of the other general partners other
than TREIT, of their respective partnership interests as general partners in
the Partnership, to partnership interests as limited partners in the
Partnership, and for certain other purposes.

NOW, THEREFORE, the parties hereto agree that the Amended Partnership
Agreement is hereby amended and restated in its entirety to read as follows:

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CONTINUATION; CHANGE OF JURISDICTION; NAME;
PRINCIPAL OFFICE; AGENT FOR SERVICE OF PROCESS;
FILING OF CERTIFICATE(S); TERM; TITLE TO PARTNERSHIP PROPERTY.

Section 1.1 Continuation; Change of Jurisdiction.
The parties hereto do hereby continue the Partnership as a Delaware
limited partnership pursuant to the applicable laws of the State of Delaware,
including the Delaware Revised Uniform Limited Partnership Act as in effect in
the State of Delaware, all as the same may be amended from time to time (all of
such laws being hereinafter referred to as the "Partnership Law"), upon the
terms and conditions herein set forth. If the Managing General Partner, with
the approval or at the direction of the Partnership Committee, shall cause the
Partnership to change its jurisdiction, by merger, consolidation, or in any
other fashion or manner, the Partnership Law shall, for all purposes of this
Agreement, refer to the applicable laws of the new jurisdiction, as the same
may be amended from time to time. Without any further act, approval or vote of
the Partners, the Managing General Partner shall be authorized on behalf of the
Partners and the Partnership, as the case may be, to amend and/or restate this
Agreement and the Certificate of Limited Partnership, and to execute a plan of
merger or similar document, and all other documents determined by the Managing
General Partner to be necessary to effect a change of jurisdiction.

Section 1.2 Name.
The name of the Partnership is "The Taubman Realty Group Limited
Partnership" or such other name or names as the Managing General Partner, with
the approval or at the direction of the Partnership Committee, shall select
from time to time in compliance with the Partnership Law. The Managing General
Partner shall send written notice of any such name change to the Partners.

Section 1.3 Principal Office; Agent For Service of Process.
The principal office of the Partnership is located at 200 East Long Lake
Road, Bloomfield Hills, Michigan 48304, or at such other address(es) as shall
be designated from time to time by the Managing General Partner, with the
approval or at the direction of the Partnership Committee, with written notice
thereof by the Managing General Partner to the

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other Partners. The address of the office of the Partnership in the State of
Delaware required to be maintained pursuant to the Partnership Law is
Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805, or
such other address(es) as may be designated from time to time by the Managing
General Partner, with the approval or at the direction of the Partnership
Committee, with written notice thereof by the Managing General Partner to the
other Partners. The name and address of the registered agent for service of
process on the Partnership in the State of Delaware is Corporation Service
Company, 1013 Centre Road, Wilmington, Delaware 19805, or such other agent and
address as may be designated from time to time by the Managing General Partner,
with the approval or at the direction of the Partnership Committee, in
compliance with the Partnership Law, with written notice thereof by the
Managing General Partner to the other Partners.

Section 1.4 Filing of Certificate(s) as Required.
The Managing General Partner shall cause the execution and filing of an
appropriate partnership and/or assumed or fictitious name certificate or
certificates, or like instrument or instruments, or other filings or
applications, at any time and from time to time as required by the Partnership
Law or the law of any applicable jurisdiction in connection with the existence
or activities or business of the Partnership, a change in the jurisdiction of
the Partnership, and/or the use of a name (which name may be different than the
name of the Partnership), and all amendments thereto of record. Copies of such
certificates, instruments or other filings or applications shall be furnished
on a timely basis to all Partners.

Section 1.5 Term.
The term of the Partnership shall end, and the Partnership shall dissolve,
on the first to occur of (i) the recordation of the last (or only) deed, or the
execution and delivery of the last (or only) assignment, completing the
conveyance and transfer by the Partnership of all property (other than cash and
cash equivalents) owned by the Partnership to one or more bona fide purchasers
for value, or if such purchaser or purchasers give the Partnership a purchase
money obligation, then upon the payment in full by such purchaser or purchasers
of such obligation or upon the disposition for cash of such obligation,
provided that neither a sale and leaseback by the Partnership nor any other
transfer of title for financing purposes

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or pursuant to the provisions of Section 1.6 hereof, shall be deemed to be a
sale for the purpose of dissolving and terminating the Partnership, (ii) the
occurrence of any event which would, under the terms of this Agreement or the
Partnership Law, result in the dissolution of the Partnership; provided,
however, that the term of the Partnership shall not end and the Partnership
shall not be dissolved upon the occurrence of such an event if the Partnership
is continued as provided in this Agreement, (iii) an entry of a decree of
judicial dissolution pursuant to Section 17-802 of the Partnership Law, or (iv)
December 31, 2090.

Section 1.6 Title to Partnership Property.
All property owned by the Partnership, whether real or personal, tangible
or intangible, shall be deemed to be owned by the Partnership as an entity, and
no Partner, individually, shall have any ownership of such property. The
Partnership may hold any of its property in its own name or in the name of one
or more nominees.

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II.
DEFINITIONS.

Unless the context in which a term is used clearly indicates otherwise,
the following terms have the following respective meanings when used in this
Agreement, and the singular shall include the plural and vice versa, unless the
context requires otherwise:

"AAT" means A. Alfred Taubman.

"AAT Affiliates" means AAT, and any Affiliate of AAT or of any member of his
Immediate Family.

"AAT Trust" is defined in the Preamble to this Agreement.

"Additional Interest" is defined in Section 8.4(a) hereof.

"Additional Required Amount" means, for the relevant period, an amount, as set
forth in the Additional Required Amount Notice, equal to the greater of (i) the
Tax Liability, and (ii) the Net Capital Gain.

"Additional Required Amount Notice" is defined in Section 6.5 hereof.

"Additional Tax" is defined in Article IX hereof.

"Affiliate" and "Affiliates" means, (i) with respect to any individual, any
member of such individual's Immediate Family, a Family Trust with respect to
such individual, and any Person (other than an individual) in which such
individual and/or his Affiliate(s) owns, Directly or Indirectly, more than
fifty percent (50%) of any class of Equity Security or of the aggregate
Beneficial Interest of all beneficial owners, or in which such individual or
his Affiliate is the sole general partner, or is the sole managing general
partner, or which is Controlled By such individual and/or his Affiliates; and
(ii) with respect to any Person (other than an individual), any Person (other
than an individual) which Controls, is Controlled By, or is Under Common
Control With, such Person, and any individual who is the sole general partner
or the sole managing general partner in, or who Controls, such Person.

"Affiliate Financing" means financing or refinancing obtained from a Partner or
an Affiliate of a Partner by the Partnership or an Owning Entity, as the case
may be.

"Affiliated with" means, with respect to a Person, being an Affiliate of such
Person.

"Agreement" is defined in the Preamble to this Agreement.

"Alternative Minimum Tax Distribution Amount" means, for each Partnership
Fiscal Year, an amount equal to the quotient obtained by dividing (i) the
alternative minimum tax (as determined pursuant to Sections 55 through 59 of
the Code) of TREIT for such Partnership Fiscal Year, by (ii) the Percentage
Interest of TREIT on the Relevant Date.

"Amended Partnership Agreement" is defined in Recital G.

"Annual Budget" is defined in Section 6.5 hereof.

"Annual Development Budget" is defined in Section 6.5 hereof.

"Annual Operating Budget" is defined in Section 6.5 hereof.

- 7 -

"Appointing Person" means a Person who pursuant to the provisions of this
Agreement shall, at the relevant time, have the right to appoint or remove a
Committee Member.

"Assigned Interest" is defined in Section 8.3(b) hereof.

"AT&T" means The AT&T Master Pension Trust.

"Bankrupt" or "Bankruptcy" as to any Person means (i) applying for or
consenting to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, administrator, liquidator, or the like of itself or of all
or a substantial portion of its assets, (ii) admitting in writing its
inability, or being generally unable or deemed unable under any applicable law,
to pay its debts as such debts become due, (iii) convening a meeting of
creditors for the purpose of consummating an out-of-court arrangement, or
entering into a composition, extension, or similar arrangement, with creditors
in respect of all or a substantial portion of its debts, (iv) making a general
assignment for the benefit of its creditors, (v) placing itself or allowing
itself to be placed, voluntarily or involuntarily, under the protection of the
law of any jurisdiction relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts, (vi) taking any action for
the purpose of effecting any of the foregoing, or (vii) if a proceeding or case
shall be commenced against such Person in any court of competent jurisdiction,
seeking (x) the liquidation, reorganization, dissolution, winding-up, or
composition or adjustment of debts, of such Person, (y) the appointment of a
trustee, receiver, custodian, administrator, liquidator, or the like of such
Person or of all or a substantial portion of such Person's assets, or (z)
similar relief in respect of such Person under any law relating to bankruptcy,
insolvency, reorganization, winding-up, or composition or adjustment of debts,
and such proceeding or case shall continue undismissed for a period of ninety
(90) Days, or an order, judgment, or decree approving or ordering any of the
foregoing shall be entered and continue unstayed and in effect for a period of
sixty (60) Days, or an order for relief or other legal instrument of similar
effect against such Person shall be entered in an involuntary case under such
law and shall continue unstayed and in effect for a period of sixty (60) Days.

"Beneficial Interest" means an interest, whether as partner, joint venturer,
cestui que trust, or otherwise, a contract right, or a legal or equitable
position under or by which the possessor participates in the economic or other
results of the Person (other than an individual) to which such interest,
contract right, or position relates.

"Best Efforts" is defined to require that the obligated party make a diligent,
reasonable and good faith effort to accomplish the applicable objective. Such
obligation, however, does not require any material expenditure of funds or the
incurrence of any material liability on the part of the obligated party, nor
does it require that the obligated party act in a manner which would otherwise
be contrary to prudent business judgment or normal commercial practices in
order to accomplish the objective. The fact that the objective is not actually
accomplished is no indication that the obligated party did not in fact utilize
its Best Efforts in attempting to accomplish the objective.

"Book Value" and "Book Values" are defined in Section 4.5(b) hereof.

"Built-in Gain" means, for each Partnership Fiscal Year, an amount equal to the
quotient obtained by dividing (i) the built-in gain of TREIT for such
Partnership Fiscal Year, as determined by TREIT in accordance with appropriate
authority promulgated under Section 337(d) of the Code, and (ii) the Percentage
Interest of TREIT on the Relevant Date.

"Business Day" means any Day that is not a Saturday, Sunday, or legal holiday
in New York, New York and on which commercial banks are open for business in
New York, New York.

"Capital Account" is defined in Section 4.5(a) hereof.

- 8 -
14

"Code" means the Internal Revenue Code of 1986, as amended from time to time
(or any corresponding provisions of succeeding law).

"Committee" means the Partnership Committee, the Executive Committee, the
Compensation Committee, or a committee established by the Partnership Committee
pursuant to Section 6.1(g) hereof, as applicable.

"Committee Member" means a member of the Partnership Committee, a member of the
Executive Committee, a member of the Compensation Committee, or a member of a
committee established by the Partnership Committee pursuant to Section 6.1(g)
hereof, as applicable.

"Communication" and "Communications" are defined in Section 13.1(a) hereof.

"Compensation Committee" means the compensation committee established for the
Partnership pursuant to Section 6.3 hereof.

"Conditional Transfer Determination" is defined in Section 8.1(e) hereof.

"Conflicting Interest" means, in the case of any determination or other action
to be taken by a Committee Member under this Agreement, the interest that such
Committee Member Knowingly has, respecting a Relevant Transaction or a Relevant
Matter, in each case if such Committee Member Knows at the Time of Commitment
that any of the Persons described below in this definition is either a party to
the Relevant Transaction or the Relevant Matter, or has a beneficial financial
interest in, the Relevant Transaction or the Relevant Matter: (i) such
Committee Member; (ii) the Appointing Person of such Committee Member; (iii) a
Person (other than the Partnership) of which such Committee Member or the
Appointing Person of such Committee Member is a director, general partner,
trustee, principal, agent, officer, or employee; (iv) a Person that Controls
one or more of the Persons specified in subclause (ii) or subclause (iii), or a
Person that is Controlled By, or is Under Common Control With, one or more of
the Persons specified in subclause (ii) or subclause (iii); or (v) an
individual who is a director, trustee, principal, agent, officer, or employer
of such Committee Member or of the Appointing Person of such Committee Member.

"Conflicting Interest Disclosure" means disclosure by a Committee Member who has
a Conflicting Interest of (i) the existence and nature of his Conflicting
Interest, and (ii) all facts Known to him respecting the subject matter of the
Relevant Transaction or the Relevant Matter that an ordinarily prudent person
would reasonably believe to be material to a judgment about whether or not to
proceed with the Relevant Transaction or the Relevant Matter.

"Conflicting Interest Transaction or Matter" means a Relevant Transaction or
Relevant Matter respecting which a Committee Member has a Conflicting Interest;
provided, however, that "Conflicting Interest Transaction or Matter" shall not
include the process of approving the Annual Development Budget, the Annual
Operating Budget, and the Manager's Budget, except to the extent that the
process of approval of any such budget constitutes the approval of (i) a
transaction between the Partnership or the Manager and an Affiliate of such
Committee Member or (ii) the compensation of a Committee Member.

"Contribution Date" means the date on which TREIT contributes the TREIT Capital
Contribution, and GMPTS contributes the GMPTS Capital Contribution, to the
Partnership.

"Control(s)" (and its correlative terms "Controlled By" and "Under Common
Control With") means, with respect to any Person (other than an individual),
possession by the applicable Person or Persons of the power, acting alone (or,
solely among such applicable Person or Persons, acting together), to designate
and direct or cause the designation and direction of the management and
policies thereof, whether through the ownership of voting securities, by
contract, or otherwise.

- 9 -

"Day" or "Days" means each calendar day, including Saturdays, Sundays, and
legal holidays; provided, however, that if the Day on which a period of time
for consent or approval or other action begins or ends is not a Business Day,
such period shall begin or end, as applicable, on the next Business Day.

"Deficiency Dividend" means, for any Partnership Fiscal Year, an amount equal
to the quotient obtained by dividing (i) the adjustment (as defined in Section
860(d)(2) of the Code) in respect of a determination (as defined in Section
860(e) of the Code) in respect of TREIT for such Partnership Fiscal Year, by
(ii) the Percentage Interest of TREIT on the Relevant Date.

"Deficiency Dividend Notice" is defined in Section 6.5 hereof.

"Depreciation" means for each Partnership Fiscal Year or other period, an
amount equal to the depreciation, amortization, or other cost recovery
deduction allowable under the Code with respect to an asset for such year or
other period, except that if the Book Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such year or
other period, Depreciation shall be an amount which bears the same ratio to
such beginning Book Value as the federal income tax depreciation, amortization,
or other cost recovery deduction for such year or other period bears to such
beginning adjusted tax basis; provided, however, that if the federal income tax
depreciation, amortization, or other cost recovery deduction for such year is
zero, Depreciation shall be determined with reference to such beginning Book
Value using any reasonable method selected by the Managing General Partner,
with the approval or at the direction of the Partnership Committee.

"Designee Notice" is defined in Section 5.2(c) hereof.

"Development Opportunities" means the development opportunities set forth on
Schedule E attached hereto, and any other regional retail shopping center
developments and opportunities (through contract, option, or other rights),
except those development opportunities identified on Schedule F attached hereto
that are specifically excluded from contribution to the Partnership, to
develop, redevelop or expand regional retail shopping centers, including in all
such cases Peripheral Property in respect thereof, in which the Partnership has
a Direct or Indirect ownership interest and which is not yet a Regional Center.
Reference to a Development Opportunity includes any one of the Development
Opportunities.

"Development Opportunity Interest" or "Development Opportunity Interests" means
the interest or interests in a Development Opportunity or Development
Opportunities then held by the Partnership either Directly or Indirectly as the
holder of a Beneficial Interest, Directly or Indirectly, in an Owning Entity or
Owning Entities that own a Development Opportunity or Development
Opportunities.

"Direct or Indirect" or "Directly or Indirectly", when used with respect to a
Person's, a Partner's, or the Partnership's interest in another partnership or
joint venture which owns a Development Opportunity or a Regional Center, or a
Development Opportunity Interest or a Regional Center Interest, means and
includes all interests of, and acting in respect of all interests of, the
partner or partners therein, whether as an owner or ground lessee, as a partner
or joint venturer of another partnership or joint venture which owns a
Development Opportunity or a Regional Center, as a stockholder of a corporation
which in turn owns an interest in a partnership or joint venture having an
interest, direct or indirect, in a Development Opportunity or a Regional
Center, and as a beneficiary of a trust which has legal title to a Development
Opportunity or a Regional Center or owns a partnership interest or joint
venture interest in a partnership or joint venture which owns a Development
Opportunity or a Regional Center, in each such case as the context requires.

"Disabled Partner," "Disabled General Partner," and "Disabled Limited Partner"
are defined in Section 10.1(a)(2) hereof.

- 10 -

"Disabling Event" is defined in Section 10.1(a)(1) hereof.

"Distribution Date" is defined in Section 5.2(a)(i) hereof.

"Dollars" or "$" means United States dollars.

"Eligible TREIT Appointee" means an individual who is neither one of the
following named Persons nor an employee, beneficiary, principal, director,
officer or agent of, or a general partner in, or limited partner (owning in
excess of five percent (5%) of the Beneficial Interest) or shareholder (owning
in excess of five percent (5%) of the Beneficial Interest) in, any such named
Person: (i) for so long as TG has the right to appoint one or more Committee
Members, an AAT Affiliate, (ii) for so long as T-Co has the right to appoint
one or more Committee Members, T-Co or an Affiliate of T-Co, (iii) for so long
as a Taubman Transferee has the right to appoint one or more Committee Members,
a Taubman Transferee, or an Affiliate of such Taubman Transferee, (iv) for so
long as GMPTS has the right to appoint one or more Committee Members, GMPTS,
General Motors Corporation, or an Affiliate of GMPTS or of General Motors
Corporation, and (v) for so long as a GMPTS Transferee has the right to appoint
one or more Committee Members, a GMPTS Transferee or an Affiliate of such GMPTS
Transferee; provided, however, that in the event that each Appointing Person
concurs with respect to an individual, notwithstanding the fact that such
individual may not satisfy the foregoing in one (1) or more respects, such
individual shall be deemed and shall continue to be deemed an Eligible TREIT
Appointee for all purposes of this Agreement.

"Equity Security" has the meaning ascribed to it in the Securities Exchange Act
of 1934, as amended from time to time, and the rules and regulations thereunder
(and any successor laws, rules and regulations of similar import).

"Equity Shares" means the shares of the common stock of TREIT.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended
from time to time (or any corresponding provisions of succeeding law).

"Estimated Minimum Distribution Amount" means, for each Partnership Fiscal
Year, an amount equal to the greater of (i) the quotient obtained by dividing
(1) the sum of (x) TREIT's allocable share of the Partnership's estimated Real
Estate Investment Trust Taxable Income for such Partnership Fiscal Year
(determined without regard to any deduction for dividends paid (as defined in
Section 561 of the Code)), and by excluding any net capital gain (as defined in
Section 1222(11) of the Code), and (y) TREIT's allocable share of the
Partnership's estimated net income from foreclosure property for such
Partnership Fiscal Year, minus TREIT's allocable share of the Partnership's
estimated excess noncash income (as determined under Section 857(e) of the
Code), if any, for such Partnership Fiscal Year, by (2) the Percentage Interest
of TREIT on the Relevant Date, and (ii) the estimated Ordinary Tax Liability
for such Partnership Fiscal Year.

"Event of Withdrawal" is defined in Section 10.1(a)(5) hereof.

"Excise Tax Distribution Amount" means, for each Partnership Fiscal Year, an
amount equal to the quotient obtained by dividing (i) the excise tax imposed
pursuant to Section 4981(a) of the Code on TREIT for such Partnership Fiscal
Year, by (ii) the Percentage Interest of TREIT on the Relevant Date.

"Executive Committee" means the executive committee established pursuant to
Section 6.2(a) hereof.

"Exercise Price" is defined in Section 6.3(a) hereof.

- 11 -

"Family Trust" means, with respect to an individual, a trust for the benefit of
such individual or for the benefit of any member or members of such
individual's Immediate Family or for the benefit of such individual and any
member or members of such individual's Immediate Family (for the purpose of
determining whether or not a trust is a Family Trust, the fact that one or more
of the beneficiaries (but not the sole beneficiary) of the trust includes a
Person or Persons, other than a member of such individual's Immediate Family,
entitled to a distribution after the death of the settlor if he, she, it, or
they shall have survived the settlor of such trust, which distribution is to be
made of something other than a Partnership Interest and/or includes an
organization or organizations exempt from federal income taxes pursuant to the
provisions of Section 501(a) of the Code and described in Section 501(c)(3) of
the Code, shall be disregarded); provided, however, that in respect of
transfers by way of testamentary or inter vivos trust, the trustee or trustees
shall be solely such individual, a member or members of such individual's
Immediate Family, a responsible financial institution, an attorney that is a
member of the Bar of any State in the United States, and/or an individual or
individuals approved by the Partnership Committee.

"First Amendment" is defined in Recital E.

"Fractional Unit" means a portion of, or less than the whole of, a Unit of
Partnership Interest.

"GAAP" means generally accepted accounting principles, consistently applied in
the United States.

"General Partner" and "General Partners" are (i) those Persons identified as
such in the Preamble to this Agreement, in their capacities as general partners
of the Partnership, (ii) the successors to any portion or all of the
Partnership Interest of those Persons identified as General Partners in the
Preamble to this Agreement who are admitted to the Partnership as general
partners pursuant to Section 8.2 hereof, and (iii) any Person or Persons to
whom an Additional Interest as a general partner is issued pursuant to Section
8.4 hereof and who is admitted to the Partnership as a general partner pursuant
to Section 8.4 hereof.

"GMPT" means General Motors Hourly-Rate Employes Pension Trust u/t/a dated
March 1, 1983, as amended, and General Motors Salaried Employes Pension Trust
u/t/a dated March 1, 1983, as amended.

"GMPTS" is defined in the Preamble to this Agreement.

"GMPTS Capital Contribution" is defined in Section 4.1(b) hereof.

"GMPTS Priority Capital Amount" is an amount equal to Ten Million Eight Hundred
Fifty-Four Thousand Two Hundred Eighty-Three Dollars ($10,854,283).

"GMPTS Transferee" means a single Person that acquires, pursuant to Section
8.1(b) or Section 8.3(a) hereof, or upon the foreclosure or like action in
respect of a Pledge, the then (i.e., at the time of such acquisition) entire
Partnership Interest (excluding, in the case of an acquisition pursuant to
Section 8.3(a) hereof or pursuant to a foreclosure or like action in respect of
a Pledge, the ability of such Person to act as a substitute partner) of GMPTS
or of any GMPTS Transferee; provided that the Percentage Interest being
Transferred exceeds seven and 7/10ths percent (7.7%).

"Gross Income" means the income of the Partnership determined pursuant to
Section 61 of the Code before deduction of items of expense or deduction.

[THE AMENDMENT ADDED THE FOLLOWING DEFINITION:

"Guaranteed Payment" means, as to each series of Preferred Equity, the
applicable Preferred Rate multiplied by the balance of such series of Preferred
Equity during the period to which

- 12 -

the Guaranteed Payment relates, commencing on the date of the contribution of
such Preferred Equity pursuant to Section 4.1(f) hereof, determined on the
basis of a year of three hundred sixty (360) Days, consisting of twelve (12),
30-day months, cumulative to the extent not paid in any given month pursuant to
Section 5.3 hereof.]

"Hilltop" means Richmond Associates, a Michigan general partnership.

"Immediate Family" means, with respect to a Person, (i) such Person's spouse
(former or then current), (ii) such Person's parents and grandparents, and
(iii) ascendents and descendants (natural or adoptive, of the whole or half
blood) of such Person's parents or of the parents of such Person's spouse
(former or then current).

"Incentive Interest" is defined in Section 8.4 (b) hereof.

"Incentive Options" is defined in Section 6.3(a) hereof.

"Incentive Option Plan" means that certain incentive option plan pursuant to
which the Partnership shall grant the Incentive Options, as the same may be
amended from time to time.

"Income Source Tax Distribution Amount" means, for each Partnership Fiscal
Year, an amount equal to the quotient obtained by dividing (i) the tax, if any,
of TREIT calculated pursuant to Section 857(b)(5) of the Code for such
Partnership Fiscal Year, by (ii) the Percentage Interest of TREIT on the
Relevant Date.

"Indemnified Person" means each Committee, each Committee Member, each Partner,
each officer, each Person designated or delegated by a Committee, a Committee
Member, a Partner, or an officer, and each employee, partner, principal,
shareholder, agent, director or officer of a Partner.

"Known," "Knows," "Knowing," and "Knowingly" mean, with respect to any Person
that is an individual, the conscious awareness by such Person of the matter at
issue.

"Limited Partner" and "Limited Partners" are (i) those Persons identified as
such in the Preamble to this Agreement, in their capacities as limited partners
of the Partnership, (ii) the successors to any portion or all of the
Partnership Interest of those Persons identified as Limited Partners in the
Preamble to this Agreement who are admitted to the Partnership as limited
partners pursuant to Section 8.2 hereof, and (iii) any Person or Persons to
whom an Additional Interest as a limited partner is issued pursuant to Section
8.4 hereof and who is admitted to the Partnership as a limited partner pursuant
to Section 8.4 hereof.

"Liquidator" is defined in Section 11.1(a).

"Losses" is defined in Section 5.1(a) hereof.

"Major Stores" means those stores occupied by a single Person, the gross
leasable floor area of which is in excess of forty thousand (40,000) square
feet.

"Manager" means that Person who has by written contract with the Partnership
agreed to provide management, administration, leasing and development services
for the properties of the Partnership. On the Contribution Date, the Manager
is TTC pursuant to the Master Services Agreement.

"Manager's Budget" means the annual budget of the Manager.

"Managing General Partner" means TREIT, as defined in the Preamble to this
Agreement.

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"Master Services Agreement" means the management, administration, leasing and
development services agreement dated as of the date hereof, between the
Partnership and TTC, engaging TTC as the Manager, as the same may be amended
from time to time, or any agreement entered into hereafter in replacement
thereof.

"Minimum Distribution Amount" means, for each Partnership Fiscal Year, an
amount equal to the greater of (i) the quotient obtained by dividing (1) the
sum of (x) TREIT's allocable share of the Partnership's Real Estate Investment
Trust Taxable Income for such Partnership Fiscal Year (determined without
regard to any deduction for dividends paid (as defined in Section 561 of the
Code)), and by excluding any net capital gain (as defined in Section 1222(11)
of the Code), and (y) TREIT's allocable share of the Partnership's net income
from foreclosure property for such Partnership Fiscal Year, minus TREIT's
allocable share of the Partnership's excess noncash income (as determined under
Section 857(e) of the Code), if any, for such Partnership Fiscal Year, by (2)
the Percentage Interest of TREIT on the Relevant Date, and (ii) the Ordinary
Tax Liability for such Partnership Fiscal Year.

"Minimum Distribution Amount Adjustment" means, for each Partnership Fiscal
Year, an amount, as set forth in the Minimum Distribution Amount Adjustment
Notice, equal to the excess (if any) of (i) the sum of (1) the Minimum
Distribution Amount for such Partnership Fiscal Year, (2) the Net Capital Gain
for such Partnership Fiscal Year, (3) the Built-in Gain for such Partnership
Fiscal Year, (4) the Prohibited Transaction Tax Distribution Amount for such
Partnership Fiscal Year, (5) the Income Source Tax Distribution Amount for such
Partnership Fiscal Year, (6) the Alternative Minimum Tax Distribution Amount
for such Partnership Fiscal Year, and (7) the Excise Tax Distribution Amount
for such Partnership Fiscal Year, over (ii) the amount of cash actually
distributed to the Partners pursuant to Section 5.2(a) hereof in respect of
such Partnership Fiscal Year.

"Minimum Distribution Amount Adjustment Notice" is defined in Section 6.5
hereof.

"Minimum Gain" is defined in Section 5.1(d)(1) hereof.

"Minimum Gain Chargeback" is defined in Section 5.1(d)(1) hereof.

"MMF" is defined in the Preamble to this Agreement.

"Net Capital Gain" means, for the relevant period, an amount equal to the
quotient obtained by dividing (i) the net capital gain (as defined in Section
1222(11) of the Code) that is allocable to TREIT for such period, by (ii) the
Percentage Interest of TREIT on the Relevant Date.

"Ninety Day Period" is defined in Section 10.1(b) hereof.

"Nonrecourse Liabilities" is defined in Section 5.1(d)(1) hereof.

"Opportunity Exercise Notice" is defined in paragraph (c) of Article VII
hereof.

"Ordinary Tax Liability" means, for each Partnership Fiscal Year, an amount
equal to the product of (i) the highest individual federal income tax rate
applicable to ordinary income in effect for such Partnership Fiscal Year, and
(ii) the largest quotient obtained by dividing (a) each Partner's allocable
share of the taxable income of the Partnership for such Partnership Fiscal
Year, determined by taking into account allocation of items of income and
deduction pursuant to Section 704(c) of the Code and by excluding any items
giving rise to a capital gain or a capital loss, by (b) such Partner's
Percentage Interest on the Relevant Date.

"Original Assignor" is defined in Section 8.3(b) hereof.

- 14 -

"Original Partner Affiliates" means AAT Affiliates, each Original Partner, and
any Affiliate of an Original Partner or of any member of an Original Partner's
Immediate Family.

"Original Partner" means each of those Persons who are signatories to the
Surviving Partnership Agreement.

"Original Partnership" is defined in Recital A.

"Original Partnership Agreement" is defined in Recital A.

"Other Retail Interest" or "Other Retail Interests" means stock, partnership
interests, or other Direct or Indirect ownership interests in a private or
public entity which is Primarily Engaged, excluding those retail interests
identified on Schedule G attached hereto.

"Other Retail Opportunity" or "Other Retail Opportunities" means an opportunity
or opportunities to develop (including, without limitation, any in the process
of development) an income-producing regional retail shopping center or centers,
whether part of a mixed-use property or not, having a gross leasable area
(including space occupied by Major Stores) in excess of Two Hundred Thousand
(200,000) square feet, excluding those retail opportunities identified on
Schedule G attached hereto.

"Other Retail Property" or "Other Retail Properties" means a developed regional
retail shopping center or centers, whether part of a mixed-use property or not,
having a gross leasable area (including space occupied by Major Stores) in
excess of Two Hundred Thousand (200,000) square feet, excluding those retail
properties identified on Schedule G attached hereto.

"Owning Entity" means any Person, other than the Partnership, owning a
Development Opportunity or a Regional Center, provided that the Partnership
holds, Directly or Indirectly, a Beneficial Interest in such Person. Reference
to the Owning Entities includes each Owning Entity.

"Owning Entity Agreement" means an agreement, in whatever form embodied
(including, without limitation, within the partnership agreement or other
document forming or governing an Owning Entity), providing for management,
administration, leasing and/or development and/or like services between an
Owning Entity and T-Co or TTC, including any such agreement entered into by an
Owning Entity with T-Co prior to the Contribution Date.

"Partner" and "Partners" are (i) those Persons named in the Preamble to this
Agreement, (ii) the successors to any portion or all of the Partnership
Interest of those Persons named in the Preamble to this Agreement who are
admitted as a Partner or Partners pursuant to Section 8.2 hereof, and (iii) any
Person or Persons to whom a Partnership Interest has been issued pursuant to
Section 8.4 hereof.

"Partner Nonrecourse Debt" is defined in Section 5.1(d)(2) hereof.

"Partner Nonrecourse Debt Minimum Gain" is defined in Section 5.1(d)(2) hereof.

"Partner Nonrecourse Deduction" is defined in Section 5.1(d)(2) hereof.

"Partnership" means The Taubman Realty Group Limited Partnership, a Delaware
limited partnership.

"Partnership Accountants" means Deloitte & Touche and its successors, or any
firm of independent certified public accountants of recognized national
standing selected by the Managing General Partner, with the approval or at the
direction of the Partnership Committee.

- 15 -

"Partnership Committee" means the partnership committee established for the
Partnership pursuant to Section 6.1(b) hereof.

"Partnership Committee Action" means the action of the Partnership Committee,
or the Executive Committee, as applicable, taken or to be taken, including
without limitation, all actions, decisions, determinations, directions,
appointments, selections, resolutions, consents, delegations, designations,
approvals, and the like required or provided to be made or contemplated by this
Agreement.

"Partnership Fiscal Year" means the calendar year.

"Partnership Interest" is defined in Section 4.6(a) hereof.

"Partnership Interest Certificate" and "Partnership Interest Certificates" are
defined in Section 4.7 hereof.

"Partnership Interest Ledger" means a ledger maintained at the principal office
of the Partnership that shall set forth, among other things, the name and
address of each Partner and the nature of the Partnership Interest of each
Partner, the number of Units of Partnership Interest held by each Partner, and
the current Percentage Interest of each Partner.

"Partnership Law" is defined in Section 1.1 hereof.

"Partnership Opportunity" is defined in paragraph (c) of Article VII hereof.

"Partnership Opportunity Notice" is defined in paragraph (c) of Article VII
hereof.

"Percentage Interest" is defined in Section 4.6(b) hereof.

"Peripheral Property" means the real property adjacent or related to a
Development Opportunity or a Regional Center, owned by the Partnership or an
Owning Entity and improved or unimproved and held as distinct from or in some
manner differentiated from, but intended as integrated with, the Regional
Center (or anticipated Regional Center), which real property shall include the
approximately two hundred and fifty (250) acre Kingspointe property located in
Sterling Heights, Michigan.

"Person" or "Persons" means an individual, a partnership (general or limited),
corporation, joint venture, business trust, cooperative, association, or other
form of business organization, whether or not regarded as a legal entity under
applicable law, a trust (inter vivos or testamentary), an estate of a deceased,
insane, or incompetent person, a quasi-governmental entity, a government or any
agency, authority, political subdivision, or other instrumentality thereof, or
any other entity.

"Pledge" means a pledge or grant of a mortgage, security interest, lien or
other encumbrance in respect of a Partnership Interest.

[THE AMENDMENT ADDED THE FOLLOWING DEFINITION:

"Preferred Equity" means, on any date, an amount equal to the aggregate
contributions to the capital of the Partnership made by TREIT pursuant to
Section 4.1(f) hereof, to the extent such contributions have not yet been
converted to Additional Interests pursuant to Sections 5.3 and 8.4 hereof.
Each contribution of Preferred Equity shall be designated as a separate series,
e.g., Series A Preferred Equity.]

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[THE AMENDMENT ADDED THE FOLLOWING DEFINITION:

"Preferred Rate" means, a fixed rate per annum, specified by TREIT and agreed
to by the Partnership Committee, as to a given series of Preferred Equity,
which rate shall be equal to the dividend rate for the Related Issue.]

"Primarily Engaged" means, with respect to a private or public Person (other
than an individual), that (i) Other Retail Properties held by such Person
(other than an individual) at the relevant time represent at least twenty-five
percent (25%) of the value of all of the assets of such Person (other than an
individual), or (ii) at least twenty-five percent (25%) of the average annual
gross revenues of such Person (other than an individual) during the immediately
preceding twenty-four (24) month period were derived from the development
and/or management of Other Retail Properties not owned by such Person (other
than an individual), or (iii) if each of the percentages determined under
clauses (i) and (ii) is less than twenty-five percent (25%), the percentages
determined under both clauses (i) and (ii) in the aggregate equal at least
forty-five percent (45%).

"Profits" is defined in Section 5.1(a) hereof.

"Prohibited Transaction" means such term as defined in Section
857(b)(6)(B)(iii) of the Code.

"Prohibited Transaction Tax Distribution Amount" means, for each Partnership
Fiscal Year, an amount equal to the quotient obtained by dividing (i) one
hundred percent (100%) of the net income of TREIT derived from prohibited
transactions (as defined in Section 857(b)(6)(B)(i) of the Code) for such
Partnership Fiscal Year, by (ii) the Percentage Interest of TREIT on the
Relevant Date.

"Qualified Appraiser" means a Third Party designated by the Managing General
Partner, with the approval or at the direction of the Partnership Committee,
and who is a member in good standing of the American Institute of Real Estate
Appraisers, or a Member, Appraisal Institute (or a member of the successor to
either such organization).

"Qualified Committee Members" means, with respect to a Conflicting Interest
Transaction or Matter, those Committee Members who do not Knowingly have a
Conflicting Interest respecting the Relevant Transaction or the Relevant
Matter.

"Qualified Institutional Transferee" means any transferee of a Partnership
Interest that is or are (i) a pension fund, profit-sharing fund or similar
fund, or an organization or organizations exempt from federal income taxes
pursuant to the provisions of Section 501(a) of the Code and described in
Section 501(c)(3) of the Code, in each such case possessing more than Fifty
Million Dollars ($50,000,000) in assets, (ii) an organization described in
Section 509 of the Code, and having a Partner as a "substantial contributor"
(as defined in Section 507(d)(2) of the Code), (iii) pooled funds for Keogh
plans, individual retirement plans, profit-sharing plans, pension plans or
similar tax-exempt plans, in each such case possessing more than One Hundred
Million Dollars ($100,000,000) in assets, (iv) insurance companies or banks, in
each such case possessing more than Two Billion Dollars ($2,000,000,000) in
assets, (v) a domestic entity organized as a mutual fund or registered
investment company in each case possessing more than One Hundred Million
Dollars ($100,000,000) in assets, (vi) any other Person (a "QIT Entity"), all
the Beneficial Interests in which at the time of such Transfer and thereafter
are owned by one or more of the foregoing, or (vii) a QIT Entity that has as
one (1) or more of its constituent partners, a foreign entity that is organized
as a mutual fund or investment company that is not Primarily Engaged and, in
each such case, that possesses more than One Hundred Million Dollars
($100,000,000) in assets, provided that such QIT Entity is at no time a
nonresident alien, foreign corporation, foreign trust, or foreign estate,
within the meaning of Section 7701 of the Code; provided that a Transfer to
such transferee will not cause a prohibited transaction (as defined in Section
4975(c) of the Code or Section 406 of ERISA) to occur.

- 17 -

"QIT Entity" is defined in the definition of "Qualified Institutional
Transferee."

"REAs" means reciprocal easement and operating or like agreements.

"Real Estate Investment Trust" means such term as defined in Section 856 of the
Code.

"Real Estate Investment Trust Taxable Income" means such term as defined in
Section 857(b)(2) of the Code.

"Record Partner" means a Person set forth as a Partner on the books and records
of the Partnership. No Person other than a Person that is a Partner on the
Contribution Date shall be a Record Partner until such Person has become a
substitute Partner in the Partnership pursuant to Section 8.2 hereof, or has
acquired an Additional Interest or an Incentive Interest pursuant to Section
8.4 hereof and has become a Partner in the Partnership pursuant to Section 8.4
hereof.

"Recusal" is defined in Section 6.7 hereof.

"Regional Center Interest" or "Regional Center Interests" means the interest or
interests in a Regional Center or Regional Centers then held by the Partnership
either Directly or Indirectly as the holder of a Beneficial Interest, Directly
or Indirectly, in an Owning Entity or Owning Entities that own or owns a
Regional Center or Regional Centers.

"Regional Centers" means those regional retail shopping centers, including
Peripheral Property in respect thereof, set forth on Schedule D attached hereto
and made a part hereof, as well as those regional retail shopping centers and
any other real property acquired and/or developed by the Partnership after the
Contribution Date in accordance with the provisions of Section 3.1 hereof,
provided that some portion of the enclosed mall portion thereof is open for
business to the public generally, in each case for so long as the Partnership
has a Direct or Indirect Beneficial Interest therein. Reference to a Regional
Center includes any one of the Regional Centers.

"Regulations" (including Temporary Regulations or Proposed Regulations) means
Department of Treasury regulations promulgated under the Code, as such
regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

"REIT Requirements" is defined in Section 3.4 hereof.

[THE AMENDMENT ADDED THE FOLLOWING DEFINITION:

"Related Issue" and "Related Issues" are defined in Section 4.1(f) hereof.]

"Relevant Date" means, (i) with respect to a Minimum Distribution Amount, the
date of the Annual Budget setting forth such amount, or the date of an
amendment thereto which provides a change in such amount, (ii) with respect to
an Additional Required Amount, the date of the Additional Required Amount
Notice in respect thereof, and (iii) with respect to a Minimum Distribution
Amount Adjustment, or any component thereof, or a Tax Adjustment Amount, the
date of the TREIT Information Notice in respect thereof.

"Relevant Matter" means a matter dealt with or proposed to be dealt with by
Partnership Committee Action.

"Relevant Transaction" means a transaction effected or proposed to be effected
by the Partnership or by an Affiliate of the Partnership.

"Representative" is defined in Section 10.1(a)(3) hereof.

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"Required Distribution Amount" means an amount, as set forth in the Annual
Budget, equal to the aggregate cash to be distributed to the Partners for such
Partnership Fiscal Year, as such amount may be increased or decreased from time
to time by the Partnership Committee, in consultation with the Manager, but in
no event less than the Estimated Minimum Distribution Amount.

"Restricted AAT Affiliates" means AAT, his current spouse, his descendants
(natural or adoptive, of the whole or half blood), and any Affiliate of any of
the foregoing individuals, provided that for such purposes "Affiliate" shall
not include an individual's Immediate Family. Reference to a Restricted AAT
Affiliate includes any of the Restricted AAT Affiliates.

"Restricted Affiliates" means, with respect to the referenced individual, such
individual, such individual's current spouse, and any Affiliate of either of
the foregoing, provided that for such purposes "Affiliate" shall not include an
individual's Immediate Family. Reference to a Restricted Affiliate includes
any one of the Restricted Affiliates.

"Second Amendment" is defined in Recital G.

"Successor" is defined in Section 10.1(a)(4) hereof.

"Successor General Partner" is defined in Section 10.1(b) hereof.

"Surviving Partnership" is defined in Recital C.

"Surviving Partnership Agreement" is defined in Recital C.

"Taubman Transferee" means a single Person that acquires, pursuant to Section
8.1(b) or Section 8.3(a) hereof, or upon the foreclosure or like action in
respect of a Pledge, the then (i.e., at the time of such acquisition) entire
Partnership Interest (excluding, in the case of an acquisition pursuant to
Section 8.3(a) hereof or pursuant to a foreclosure or like action in respect of
a Pledge, the ability of such Person to act as a substitute partner) of AAT
Affiliates (excluding the Partnership Interest held by TG), from one or more
AAT Affiliates or from any Taubman Transferee provided that the Percentage
Interest being Transferred exceeds seven and 7/10ths percent (7.7%).

"Tax Adjustment Amount" means, for each Partnership Fiscal Year, an amount
equal to the excess (if any) of (i) the sum of (x) TREIT's Real Estate
Investment Trust Taxable Income for such Partnership Fiscal Year (determined
without regard to any deduction for dividends paid (as defined in Section 561
of the Code)), and by excluding any net capital gain (as defined in Section
1222(11) of the Code), and (y) TREIT's net income from foreclosure property for
such Partnership Fiscal Year, minus its excess noncash income (as determined
under Section 857(e) of the Code) for such Partnership Fiscal Year, over (ii)
the sum of (A) TREIT's allocable portion of the Required Distribution Amount
distributed to TREIT during such Partnership Fiscal Year, and (B) TREIT's
allocable portion of the Minimum Distribution Amount Adjustment distributed to
TREIT during the current Partnership Fiscal Year, to the extent such Minimum
Distribution Amount Adjustment was a distribution in respect of those amounts
determined under subclauses (x) and (y) of clause (i) hereof.

"Tax Adjustment Notice" is defined in Section 6.5 hereof.

"Tax Liability" means, for the relevant period, the product of (i) the highest
individual federal income tax rate applicable to capital gains (taking into
account the relevant holding period for the applicable capital asset) in effect
for such period, and (ii) the largest quotient obtained by dividing (a) each
Partner's (other than TREIT's) allocable share of net capital gain (as defined
in Section 1222(11) of the Code) of the Partnership for such period, by (b)
such Partner's (other than TREIT's) Percentage Interest on the Relevant Date,
taking into account allocation of gain pursuant to Section 704(c) of the Code;
provided, however, that in no event shall the

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Tax Liability for any period exceed the cash proceeds received or to be
received by the Partnership on the sale during such period of capital assets.

"Tax Matters Partner" is defined in Section 6.13(a) hereof.

"T-Co" is defined in the Preamble to this Agreement.

"TG" is defined in the Preamble to this Agreement.

"TG Receivables" means those certain loan receivables created by the TG
Receivable Documents and held by TG in respect of the amounts owed to TG by
certain of its partners.

"TG Receivable Documents" means that certain Loan Agreement dated August 1,
1985, among the Original Partnership and certain of the partners of TG, the
promissory notes, and all other documents, agreements, certificates and other
instruments (as the same have been amended through the Contribution Date)
executed in connection with the authorization and consummation of those certain
loans made pursuant to such Loan Agreement, and as the same may be amended,
restated or supplemented.

"Third Party" or "Third Parties" means a Person or Persons who is or are
neither a Partner or Partners nor an Affiliate or Affiliates of a Partner or
Partners.

"Third Party Financing" means financing or refinancing obtained from a Third
Party by the Partnership or an Owning Entity, as the case may be.

"Time of Commitment" means, (i) respecting a Relevant Transaction, the time
when the Relevant Transaction is consummated or, if made pursuant to contract,
the time when the withdrawal from the Relevant Transaction would entail
significant loss, liability or other damage to the Partnership (or its
Affiliate) but in no event later than the time when the Partnership (or its
Affiliate) becomes contractually obligated, and (ii) respecting a Relevant
Matter, the time when Partnership Committee Action has been taken and is
communicated by the Managing General Partner to the relevant parties and such
other action is taken so that the unilateral withdrawal of such Partnership
Committee Action would entail significant loss, liability, or other damage
(including to the reputation or credibility of the Partnership).

"TRAP" is defined in the Preamble to this Agreement.

"Transfer" means any assignment, sale, transfer, conveyance, Pledge, grant of
an option or proxy, or other disposition or act of alienation, whether
voluntary or involuntary, or by operation of law.

"Transfer Determination" is defined in Section 8.1(b) hereof.

"TREIT" is defined in the Preamble to this Agreement.

"TREIT Appointee" and "TREIT Appointees" means that individual or those
individuals who, at the relevant time, are serving on the Partnership Committee
as an appointee or appointees of TREIT.

"TREIT Capital Contribution" is defined in Section 4.1(a) hereof.

"TREIT Information Notice" is defined in Section 5.6(b) hereof.

"Trusts" means GMPT and AT&T.

"Trusts' Loan" means that certain loan made pursuant to the Loan Agreement
dated August 1, 1985, between the Partnership and GMPT, a portion of which was
acquired by AT&T.

- 20 -

"Trusts' Option" means that certain option pursuant to which GMPT and AT&T have
an option to acquire a Partnership Interest as a "Class A Limited Partner" (as
defined in the Original Partnership Agreement) in the Partnership.

"TRV" is defined in the Preamble to this Agreement.

"TTC" is The Taubman Company Limited Partnership, a Delaware limited
partnership, its successors and assigns, the present constituency of which is
T-Co and the Partnership.

"TTC Affiliates" means all officers and employees of TTC for so long as they
are actively employed by TTC, and for so long as any of such individuals are
included within such definition of TTC Affiliates, any Affiliate of such
individual. Reference to a TTC Affiliate includes any one of the TTC
Affiliates.

"UBTI" means unrelated business taxable income as defined in Section 512(a) of
the Code.

"Units of Partnership Interest" means the units into which Partnership
Interests are divided, as provided in Section 4.6(a) hereof, and as the same
may be adjusted, as provided in Section 4.8 hereof.

- 21 -

III.

PURPOSES AND POWERS; PARTNERSHIP ONLY FOR
PURPOSES SPECIFIED; REPRESENTATIONS AND WARRANTIES.

Section 3.1 Purposes and Powers of the Partnership.
The Partnership has been formed pursuant to the Partnership
Law and continued in accordance with this Agreement for the purposes of (i)
owning, operating, maintaining, administering, developing, holding, improving,
rehabilitating, redeveloping, renovating, expanding, leasing, mortgaging,
selling, exchanging, disposing of, and generally dealing in and with, the
Development Opportunities, the Development Opportunity Interests, the Regional
Centers, the Regional Center Interests, and any other property owned by the
Partnership, (ii) financing or refinancing for any of the foregoing purposes,
or for any other purpose in furtherance of, or necessary, convenient, or
incidental to the business or requirements of the Partnership, (iii) seeking to
acquire, acquiring, obtaining options or other rights to acquire (pursuant to a
purchase for cash and/or other consideration, exchange, merger, contribution to
the capital of the Partnership, or otherwise) interests in, or in Persons
owning, or owning an interest or interests in, regional retail shopping centers
(including mixed-use properties the retail component of which is or is
anticipated to be of significant value in relation to the value of the entire
mixed-use property), or property or properties in anticipation of developing
same as a regional retail shopping center or centers, or any other property as
shall be specifically, in all such cases, designated from time to time by the
Managing General Partner, with the approval or at the direction of the
Partnership Committee, (iv) holding an interest as a partner (general and/or
limited) or shareholder in a management, leasing, development, administrative
or other service company, including interests incidental to such interest, and
(v) engaging in any other activities (including the ownership of property) that
are in furtherance of or necessary or incidental or related to any of the
foregoing.
In furtherance of its purposes, but subject to the provisions of this
Agreement, the Partnership has the power and is hereby authorized to, directly
or indirectly:

(i) retain, own, hold, do business with, acquire (pursuant to a
purchase for cash and/or other consideration, exchange, merger,
contribution to the capital of the Partnership, or otherwise), renovate,
rehabilitate, improve, expand, lease, operate, maintain, and administer
and sell, convey, assign, exchange, mortgage,

- 22 -

finance, refinance, or demolish, or deal in any manner with, a
Development Opportunity, a Development Opportunity Interest, a Regional
Center, a Regional Center Interest, and any real or personal property
used in connection therewith or which may be in furtherance of, or
necessary, convenient, or incidental to the accomplishment of, the
purposes of the Partnership;

(ii) borrow, including without limitation, borrowing to obtain funds
to acquire, own, obtain an option or other right to acquire, develop,
and/or improve (including, without limitation, to renovate, rehabilitate,
expand, lease, operate, maintain, and administer) a regional retail
shopping center or other venture opportunity, a Regional Center, or a
Regional Center Interest, and make capital improvements and/or
investments in one or more Owning Entities or Regional Centers, and
refinance any indebtedness or borrowing in furtherance of, or necessary,
convenient, or incidental to the accomplishment of, any purposes or
requirements of the Partnership, issue evidences of indebtedness to
evidence such borrowings which may be convertible in whole or in part
into Partnership Interests (to be issued in accordance with the
provisions of Section 8.4 hereof) and which may be unsecured or secured
by a mortgage, deed of trust, assignment, pledge, or other lien on a
Regional Center or Regional Center Interest or any other asset(s) of the
Partnership and/or an Owning Entity, and enter into guaranty agreements
and/or indemnity agreements in connection with any such borrowings or in
connection with a borrowing by or indebtedness of any other Person in
which the Partnership holds an interest;

(iii) contribute to the capital of, or lend to, an Owning Entity,
acquire, own, obtain an option or other right to acquire (pursuant to a
purchase for cash and/or other consideration, exchange, merger,
contribution to the capital of the Partnership, or otherwise), develop,
renovate, rehabilitate, improve, expand, lease, make capital improvements
to, satisfy obligations of, or operate a regional retail shopping center
or other venture opportunity, a Regional Center, or a Regional Center
Interest;

(iv) seek and/or locate regional retail shopping centers or other
venture opportunities that are or are intended to be in furtherance of,
or necessary, convenient, or incidental to the accomplishment of, any
purposes of the Partnership;

(v) perform and/or engage others to perform studies and/or
investigation or analysis of any sort in respect of a possible or
proposed regional retail shopping center or other venture opportunity;

(vi) acquire and/or obtain options or other rights to acquire
(pursuant to a purchase for cash and/or other consideration, exchange,
merger, contribution to the capital of the Partnership, or otherwise)
regional retail shopping centers (including interests therein) or other
venture opportunities that are or are intended to be in furtherance of,
or necessary, convenient, or incidental to the accomplishment of, the
purposes of the Partnership, as shall be specifically, from time to time,
designated by the Managing General Partner, with the approval or at the
direction of the Partnership Committee, and enter into and perform any
and all agreements, execute any and all instruments and documents, and
take any and all actions with respect thereto;

(vii) accept, in exchange for a Partnership Interest and, if
desired, admission as a Partner in the Partnership, and as a contribution
to the capital of the Partnership, or through the liquidation of a
corporation or other entity, or otherwise, regional retail shopping
centers, interests in regional retail shopping centers, development or
other venture opportunities, or interests in development or other venture
opportunities;

- 23 -

(viii) take any action reasonably anticipated to enhance, protect,
defend and/or preserve, the value of a Development Opportunity, a
Development Opportunity Interest, a Regional Center, a Regional Center
Interest or other venture opportunity, or the Partnership and the return
to the Partners;

(ix) act as one of the general and/or limited partners of, or act as
the sole general or limited partner of, an Owning Entity and exercise all
the powers and authorities given to the Partnership by the partnership
agreement or other governing document covering such Owning Entity, or
otherwise own all or any part or portion of a Development Opportunity, a
Development Opportunity Interest, a Regional Center, or a Regional Center
Interest;

(x) enter into, consent to, and enter into amendments of, any
partnership agreement or other governing document covering an Owning
Entity or any other agreement to which the Partnership or an Owning
Entity is or is to be a party;

(xi) enter into ground leases, as a tenant or landlord, in respect
of all or any part or portion of the Partnership's real property;

(xii) convert a Regional Center or a Regional Center Interest, or a
part thereof, to condominium or cooperative status;

(xiii) prepay in whole or in part, and refinance, recast, increase,
modify, amend, extend, or assign any loan, secured or unsecured, and in
connection therewith, execute any extensions, renewals, or modifications
of any mortgage or deed of trust or lien securing any such loan;

(xiv) act as one of the general and/or limited partners, or
shareholders of, or act as the sole general or limited partner or
shareholder of, or otherwise employ, a management, leasing, development,
or other service company, to perform or engage others to perform all
activities and services in respect of a Development Opportunity, a
Development Opportunity Interest, a Regional Center, or a Regional Center
Interest or other venture opportunity, or to perform administrative
services for the Partnership and the Managing General Partner, and pay
compensation for such services;

(xv) enter into, perform, and carry out contracts or agreements of
any kind, including, without limitation, contracts or agreements with a
Partner or an Affiliate or Affiliates of a Partner, in furtherance of, or
necessary, convenient, or incidental to the accomplishment of, the
purposes of the Partnership, including, without limitation, the execution
and delivery of all agreements, certificates, instruments, or documents
required by lenders or in connection with any mortgage, deed of trust, or
assignment;

(xvi) place record ownership to a Development Opportunity, a
Development Opportunity Interest, a Regional Center, a Regional Center
Interest (or any part thereof), or other venture opportunity, or any
other Partnership property in the name or names of a nominee or nominees,
or establish a trust ("nominee" or otherwise) to own or hold a
Development Opportunity, a Development Opportunity Interest, a Regional
Center, or a Regional Center Interest, or any other Partnership property,
including to direct, select, and remove the trustee(s) thereof and amend
or terminate such trust, all for the purpose of financing or any other
convenience;

(xvii) execute contracts with governmental agencies, including,
without limitation, any documents required in connection with any debt;

- 24 -
30

(xviii) execute any lease or leases (without limit as to the term
thereof (including beyond the term of the Partnership), whether or not
the space so leased is to be occupied by the lessee or, in turn,
sub-leased in whole or in part to others) with respect to all or any part
of a Development Opportunity, a Development Opportunity Interest, a
Regional Center, or a Regional Center Interest;

(xix) obtain, through contract or otherwise, goods and services;

(xx) maintain insurance;

(xxi) invest in, reinvest, and oversee the investment of, cash and
cash-like assets;

(xxii) make or revoke any election permitted the Partnership by any
taxing or other authority;

(xxiii) grant and enter into and amend REAs and impose restrictions
with respect to all or any part of a Development Opportunity, a
Development Opportunity Interest, a Regional Center, a Regional Center
Interest, Peripheral Property, or other property;

(xxiv) foreclose upon any property;

(xxv) admit a Person as a Partner to the Partnership, or increase or
decrease the interest of a Partner in the Partnership, pursuant to the
terms of this Agreement;

(xxvi) sell, exchange, or otherwise dispose of, upon any terms, all
or any part or portion of Partnership property or the property of an
Owning Entity;

(xxvii) enter into, perform, and carry out contracts which may be
lawfully carried out or performed by a partnership under applicable laws
including, without limitation, the Master Services Agreement;

(xxviii) enter into an agreement to merge with or into another
partnership having similar purposes as the Partnership and having the
Partnership or such other partnership as the surviving partnership;

(xxix) retain legal counsel, the Partnership Accountants,
appraisers, and any other professionals in connection with the business
of the Partnership or of an Owning Entity;

(xxx) execute or deliver any assignment for the benefit of creditors
of the Partnership or of an Owning Entity;

(xxxi) negotiate with, defend, and resolve all matters with any
Person;

(xxxii) sue on, defend, pursue, or compromise any and all claims or
liabilities in favor of or against the Partnership or an Owning Entity,
submit any or all such claims or liabilities to arbitration, and confess
a judgment against the Partnership or an Owning Entity in connection with
litigation in which the Partnership or an Owning Entity may be involved;

(xxxiii) take any action and exercise any right (including the
assignment or disposition of same) under any contract or agreement to
which the Partnership or an Owning Entity is a party;

- 25 -

(xxxiv) terminate, dissolve, and liquidate any Person, including,
without limitation, an Owning Entity, and retain and deal in and with the
assets (subject to liabilities and obligations) received as a result of
any such liquidation;

(xxxv) amend, modify, or terminate and deal in any manner with any
instrument, including without limitation, any trust instrument, corporate
document, partnership agreement, or joint venture agreement covering or
in respect of an Owning Entity, a Development Opportunity, a Development
Opportunity Interest, a Regional Center, or a Regional Center Interest;

(xxxvi) indemnify the Indemnified Persons and satisfy such
indemnifications from the assets of the Partnership; and

(xxxvii) in addition to the foregoing, take or omit to take any
action as may be necessary, convenient, or desirable to further the
purposes or intent of the Partnership or of an Owning Entity, and have
and exercise all of the powers and rights conferred upon limited
partnerships formed pursuant to the Partnership Law.

Section 3.2 Partnership Only for Purposes Specified.
The Partnership shall be a partnership only for the purposes
specified in Section 3.1 hereof, and this Agreement shall not be deemed to
create a partnership among the Partners with respect to any activities
whatsoever other than the activities within the purposes of the Partnership as
specified in Section 3.1 hereof. Except as otherwise provided in this
Agreement, no Partner shall have any authority to act for, bind, commit, or
assume any obligation or responsibility on behalf of the Partnership, its
properties, or any other Partner. No Partner, in its capacity as a Partner
under this Agreement, shall be responsible or liable for any indebtedness or
obligation of another Partner, nor shall the Partnership be responsible or
liable for any indebtedness or obligation of any Partner, incurred either
before or after the execution and delivery of this Agreement by such Partner,
except as to those responsibilities, liabilities, indebtedness, or obligations
incurred pursuant to and as limited by the terms of this Agreement or incurred
pursuant to the Partnership Law.

Section 3.3 Representations and Warranties by the Partners.
(a) Each Partner that is an individual represents and warrants to each
other Partner, that (i) the consummation of the transactions contemplated by
this Agreement to be performed by such Partner will not result in a breach or
violation of, or a default under, any agreement by which such Partner or any of
such Partner's property is or are bound, or any statute, regulation, order, or
other law to which such Partner is subject, (ii) such Partner is not a "foreign
person" within the meaning of Section 1445(f) of the Code, (iii) except as

- 26 -
32

specifically provided on Schedule J attached hereto, such Partner does not own,
directly or indirectly, (1) two percent (2%) or more of the total combined
voting power of all classes of stock entitled to vote, or two percent (2%) or
more of the total number of shares of all classes of stock, of any corporation
that is a tenant of a Regional Center, or (2) an interest of two percent (2%)
or more in the assets or net profits of any tenant of a Regional Center, and
(iv) this Agreement is binding upon, and enforceable against, such Partner in
accordance with its terms.
(b) Each Partner that is not an individual represents and warrants to each
other Partner, that (i) all transactions contemplated by this Agreement to be
performed by it have been duly authorized by all necessary action, including
without limitation, that of its general partner(s), committee(s), trustee(s),
beneficiaries, directors, and/or shareholder(s), as the case may be, as
required, (ii) the consummation of such transactions shall not result in a
breach or violation of, or a default under, its partnership agreement, trust
agreement, charter, or by-laws, as the case may be, any agreement by which such
Partner or any of such Partner's properties or any of its partners,
beneficiaries, trustees, or shareholders, as the case may be, is or are bound,
or any statute, regulation, order, or other law to which such Partner or any of
its partners, trustees, beneficiaries, or shareholders, as the case may be, is
or are subject, (iii) such Partner is neither a "foreign person" within the
meaning of Section 1445(f) of the Code nor a "foreign partner" within the
meaning of Section 1446(e) of the Code, (iv) except as specifically provided on
Schedule J attached hereto, such Partner does not own, directly or indirectly,
(1) two percent (2%) or more of the total combined voting power of all classes
of stock entitled to vote, or two percent (2%) or more of the total number of
shares of all classes of stock, of any corporation that is a tenant of a
Regional Center, or (2) an interest of two percent (2%) or more in the assets
or net profits of any tenant of a Regional Center, and (v) this Agreement is
binding upon, and enforceable against, such Partner in accordance with its
terms.
[THE AMENDMENT ADDED THE FOLLOWING PROVISION:

(c) TREIT covenants and agrees that, (i) it will not directly or
indirectly through ownership of another Person (including a wholly-owned direct
or indirect subsidiary) engage

- 27 -

in any business other than through the Partnership except for the acquisition
of businesses held for the sole benefit of the Partnership or a subsidiary
partnership, (ii) it will own all Regional Center Interests and Development
Opportunity Interests only through the Partnership, (iii) it will not incur any
indebtedness for borrowed money other than to effect a distribution to satisfy
the REIT Requirements, to contribute or loan such proceeds to the Partnership
to accomplish the Partnership's purposes, or to refinance any existing
indebtedness of the Partnership, and (iv) it will not assign or otherwise
dispose of its right to a Guaranteed Payment or the corresponding series of
Preferred Equity or its right to any loan and corresponding interest described
in Section 4.1(f) hereof, other then as set forth in Section 5.3 hereof.]
(d) The representations and warranties contained in Sections 3.3(a) and
3.3(b) hereof shall survive the execution and delivery of this Agreement by
each Partner and the dissolution, liquidation and termination of the
Partnership; provided, however, that in the event of a breach of any such
representation or warranty the sole source of recovery by the Partners shall be
a Partner's Partnership Interest.
(e) Each Partner hereby acknowledges that no representations as to
potential profit, cash flows, or yield, if any, in respect of the Partnership
or any one or more or all of the Regional Centers or Regional Center Interests
or Development Opportunities or Development Opportunity Interests have been
made by any Partner or any employee or representative or Affiliate of any
Partner, and that projections and any other information, including, without
limitation, financial and descriptive information and documentation, which may
have been in any manner submitted to such Partner shall not constitute any
representation or warranty, express or implied.

Section 3.4 Real Estate Investment Trust Requirements.
Notwithstanding anything to the contrary contained in this Agreement, for
so long as TREIT is a Partner, the Partnership shall operate in such a manner
and the Partnership shall take or omit to take all actions as may be necessary
(including making appropriate distributions from time to time), so as to permit
TREIT (i) to continue to qualify as a Real Estate Investment Trust under
Sections 856 through 860 of the Code so long as such

- 28 -

requirements exist and as such provisions may be amended from time to time, or
corresponding provisions of succeeding law (the "REIT Requirements"), and (ii)
to minimize its exposure to the imposition of an excise tax under Section
4981(a) of the Code or a tax under Section 857(b)(5) of the Code, so long as
such taxes may be imposed and as such provisions may be amended from time to
time, or corresponding provisions of succeeding law, each of (i) and (ii) to at
all times be determined (a) as if TREIT's sole asset is its Partnership
Interest, and (b) without regard to the action or inaction of TREIT with
respect to distributions (by way of dividends or otherwise) and the timing
thereof. The Managing General Partner may cause the Partnership to obtain an
opinion of tax counsel selected by the Managing General Partner and reasonably
acceptable to the Partnership Committee, regarding the impact of any proposed
action affecting TREIT's continuing ability to qualify as a Real Estate
Investment Trust, or its exposure to an excise tax under Section 4981(a) of the
Code, or a tax under Section 857(b)(5) of the Code, so long as such taxes exist
and as such provisions may be amended from time to time or corresponding
provisions of succeeding law. Further, without the consent of the Managing
General Partner, which consent shall not be unreasonably withheld, the
Partnership shall take no action with respect to a sale, exchange or other
disposition of any property owned by the Partnership with respect to which a
material issue exists as to whether such sale, exchange or other disposition
would cause TREIT to incur a prohibited transaction tax under Section 857(b)(6)
of the Code; it being hereby agreed and understood that the consent of the
Managing General Partner shall not be required under this Section 3.4 with
respect to a sale, exchange or other disposition of the Peripheral Property to
the extent that such sale, exchange or other disposition is to be effected in a
manner generally consistent with past practices. Further, in no event shall
consent be withheld upon receipt of an opinion of tax counsel selected by the
Managing General Partner and reasonably acceptable to the Partnership
Committee, that such sale, exchange or other disposition should not cause TREIT
to incur a prohibited transaction tax under Section 857(b)(6) of the Code at
the time and under the circumstances of the proposed sale, exchange or
disposition.

- 29 -

IV.
CAPITAL CONTRIBUTIONS; OPENING CAPITAL ACCOUNT
BALANCES; ANTICIPATED FINANCING; CAPITAL ACCOUNTS;
PARTNERSHIP INTERESTS; UNITS OF PARTNERSHIP INTEREST;
PERCENTAGE INTERESTS; PARTNERSHIP INTEREST CERTIFICATES;
PURCHASE OF FRACTIONAL UNITS; ADJUSTMENT OF UNITS OF
PARTNERSHIP INTEREST.

Section 4.1 Capital Contributions; Opening Capital Account Balances.
(a) Simultaneously with the execution and delivery of this Agreement,
TREIT shall make an additional contribution to the capital of the Partnership,
in exchange for additional Units of Partnership Interest resulting in TREIT
holding a total of that number of Units of Partnership Interest and a
Percentage Interest set forth on Schedule B attached hereto, of the following,
free and clear of any encumbrances, liens or other security interests: (i)
Sixty-Seven Million Six Hundred Eighty-Six Thousand Nine Hundred Three Dollars
($67,686,903) in face amount of the Trusts' Loan, and (ii) one hundred percent
(100%) of the Trusts' Option (the "TREIT Capital Contribution"). TREIT may, as
and when and in the manner approved by the Partnership Committee, contribute
additional development or other venture opportunities, interests in development
or other venture opportunities, regional shopping center developments, and
interests in regional shopping center developments, and/or cash or other
property to the capital of the Partnership in exchange for Additional Interests
in accordance with the provisions of Section 8.4 hereof.
(b) Simultaneously with the execution and delivery of this Agreement,
GMPTS shall acquire that number of Units of Partnership Interest and the
Percentage Interest set forth on Schedule B attached hereto, and the
Partnership shall repay Six Hundred Million Seventy-Five Thousand Four Hundred
Six Dollars ($600,075,406) in face amount of the Trusts' Loan (the "GMPTS
Capital Contribution").
(c) Simultaneously with the execution and delivery of this Agreement, TG
shall make an additional contribution of a twenty-one percent (21%) interest as
a general partner in Hilltop to the capital of the Partnership, free and clear
of any encumbrances, liens, or other security interests, and in exchange for
additional Units of Partnership Interest resulting in TG

- 30 -

holding a total of that number of Units of Partnership Interest and a
Percentage Interest set forth on Schedule B attached hereto.
(d) Simultaneously with the execution and delivery of this Agreement, MMF
shall contribute a seven percent (7%) interest as a general partner in Hilltop
to the capital of the Partnership, free and clear of any encumbrances, liens,
or other security interests, and in exchange for that number of Units of
Partnership Interest and a Percentage Interest set forth on Schedule B attached
hereto.
(e) The Capital Account balances of the Partners as of the Contribution
Date, after giving effect to all of the contributions set forth in this Section
4.1, shall be as set forth opposite their respective names on Schedule A
attached hereto.
[THE AMENDMENT ADDED THE FOLLOWING PROVISION:
(f) With the approval of the Partnership Committee, TREIT may contribute,
from time to time, amounts to the capital of the Partnership as Preferred
Equity, which amounts have been obtained from the sale by TREIT of any one or
more series of shares of preferred stock. In lieu of contributing such
proceeds as Preferred Equity, TREIT shall have the right, with the approval of
the Partnership Committee, to lend such proceeds to the Partnership. Any such
loan shall be on the same terms and conditions as the Related Issue except that
in lieu of dividends payable by TREIT on the Related Issue, interest shall be
payable by the Partnership to TREIT. The Partnership shall assume and pay the
expenses (including applicable underwriter discounts) incurred by TREIT in
connection with any contributions or loans by TREIT to the capital of the
Partnership pursuant to this Section 4.1(f). Any such loan made by TREIT to
the Partnership may at any time be converted by TREIT to Preferred Equity
pursuant to Section 5.3 hereof. Each contribution or loan made by TREIT
pursuant to this Section 4.1(f) shall be identified by the series of preferred
shares which provided TREIT with the funds to contribute or loan to the
Partnership (individually, a "Related Issue," and collectively, the "Related
Issues").]

- 31 -
37

Section 4.2 Anticipated Financing.
The Partnership may obtain funds which it considers necessary to meet the
needs and obligations and requirements of the Partnership, including, without
limitation, the Partnership's obligation to lend and/or contribute funds to, or
the Partnership's obligations in respect of, an Owning Entity, or to maintain
adequate working capital or to repay Partnership indebtedness, and to carry out
the Partnership's purposes, from the proceeds of Third Party Financing or
Affiliate Financing, in each case pursuant to such terms, provisions, and
conditions and in such manner (including the engagement of brokers and/or
investment bankers to assist in providing such financing) and amounts as the
Managing General Partner, with the approval or at the direction of the
Partnership Committee, shall determine. Any and all funds required or
expended, directly or indirectly, by the Partnership for capital expenditures
may be obtained or replenished through Partnership borrowings. Any Third Party
Financing or Affiliate Financing obtained by the Managing General Partner, with
the approval or at the direction of the Partnership Committee, on behalf of the
Partnership may be convertible in whole or in part into Additional Interests
(to be issued in accordance with Section 8.4 hereof), may be unsecured, may be
secured by a mortgage or mortgages, or deed(s) of trust and/or assignments on
or in respect of all or any portion of the assets of the Partnership or an
Owning Entity, may include or be obtained through the public or private
placement of debt and/or other instruments, domestic and foreign, and may
include the provision for the option to acquire Additional Interests (to be
issued in accordance with Section 8.4 hereof), and may include the acquisition
of or provision for interest rate swaps, credit enhancers, and/or other
transactions or items in respect of such Third Party Financing or Affiliate
Financing; provided, however, that (A) any Third Party Financing may be with
recourse to the Partnership and its assets only if an exculpation acceptable to
the Partnership Committee is provided with respect to each Partner, and (B) in
no event may the Partnership obtain any Third Party Financing that is recourse
to any Partner or any Affiliate, partner, shareholder, beneficiary, principal,
officer, or director of any Partner without the consent of both the Person or
Persons to whom such recourse may be had and each Appointing Person.

- 32 -

Section 4.3 No Right to Withdraw Capital; No Requirement of Further
Contributions.
Except as specifically provided in this Agreement, no Partner (i)
shall have the right to withdraw any part of its Capital Account or to
demand or receive the return of its capital contributions, or any part thereof,
or to receive any distributions from the Partnership, (ii) shall be entitled to
make, or have any obligation to make, any contribution to the capital of, or
any loan to, or provide a guaranty with respect to any loan to, the
Partnership, or (iii) except as provided in Section 11.1(d) hereof, shall have
any liability for the return of any other Partner's Capital Account or
contributions to the capital of the Partnership. No Partner shall be liable
for the liabilities and obligations of the Partnership except as otherwise
provided by the Partnership Law; provided, however, that any and all
obligations and liabilities to a Partner or an Affiliate of a Partner shall be
satisfied solely from Partnership assets and no Partner shall have any personal
liability on account thereof.

Section 4.4 No Interest on Capital Contributions or Capital Accounts.
No Partner shall receive any interest or return in the nature of
interest on its contributions to the capital of the Partnership, or on the
positive balance, if any, in its Capital Account.

Section 4.5 Capital Accounts.
(a) The Partnership shall establish and maintain a separate capital
account ("Capital Account") for each Partner, including a substitute partner
who shall pursuant to the provisions hereof acquire a Partnership Interest,
which Capital Account shall be:
(1) credited with the amount of cash and the initial Book Value
(net of liabilities secured by such contributed property that
the Partnership assumes or takes subject to) of any other property
contributed by such Partner to the capital of the Partnership, such
Partner's distributive share of Profits, and any items in the nature of
income or gain that are allocated to such Partner pursuant to Section
5.1 hereof, but excluding tax items described in Regulations Section
1.704-1(b)(4)(i); and
(2) debited with the amount of cash and the Book Value (net of
liabilities secured by such distributed property that such Partner
assumes or takes subject to) of any Partnership property distributed to
such Partner pursuant to any provision of

- 33 -
39

this Agreement, such Partner's distributive share of Losses, any items in
the nature of expenses or losses that are allocated to such Partner
pursuant to Section 5.1 hereof, but excluding tax items described in
Regulations Section 1.704-1(b)(4)(i), and such Partner's share,
determined in accordance with its Percentage Interest, of any
expenditures of the Partnership described in Section 705(a)(2)(B) of the
Code or treated as Section 705(a)(2)(B) expenditures pursuant to
Regulations Section 1.704-1(b)(2)(iv)(i).
In the event that a Partner's Partnership Interest or portion thereof is
transferred within the meaning of Regulations Section 1.704-1(b)(2)(iv)(l), the
transferee shall succeed to the Capital Account of the transferor to the extent
that it relates to the Partnership Interest or portion thereof so transferred.
In the event that the Book Values of Partnership assets are adjusted as
described below in Section 4.5(b) hereof, the Capital Accounts of the Partners
shall be adjusted simultaneously to reflect the aggregate net adjustments as if
the Partnership recognized gain or loss for federal income tax purposes equal
to the amount of such aggregate net adjustment.
The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Section 1.704-1(b) of the Regulations, and shall be interpreted and applied as
provided in the Regulations. In the event that the Managing General Partner,
with the approval or at the direction of the Partnership Committee, reasonably
determines that the manner in which the Capital Accounts, or any debits or
credits thereto, are maintained or computed under the Regulations should be
further amended, the Managing General Partner, with the approval or at the
direction of the Partnership Committee, shall be authorized, without the
approval, consent or act of any of the Partners, to amend this Agreement,
provided that such amendment shall not directly and adversely affect the
Partnership Interest of a Partner, including without limitation, the right to
receive distributions allocable thereto, without the written concurrence of
such Partner. In determining whether this Agreement should be amended to
reflect the foregoing, the Managing General Partner, with the approval or at
the direction of the Partnership Committee,

- 34 -
40

shall be entitled to rely on the advice of the Partnership Accountants and/or
counsel to the Partnership.
(b) Except as otherwise provided in this Agreement, the term "Book Value"
or "Book Values" means, with respect to any asset, such asset's adjusted basis
for federal income tax purposes, except:
(1) the initial Book Value of any asset contributed by a Partner to
the Partnership shall be the gross fair market value of such asset;
(2) the Book Value of all Partnership assets may be adjusted to
equal their respective gross fair market values as of the following
times, as determined by the Managing General Partner, with the approval
or at the direction of the Partnership Committee (unless such adjustment
shall be required by Regulations Section 1.704-1(b)(2)(iv)(f)): (i) the
acquisition from the Partnership, in exchange for more than a de minimis
capital contribution, of a Partnership Interest by an additional partner
or an additional Partnership Interest by an existing Partner; (ii) the
distribution by the Partnership to a Partner of more than a de minimis
amount of Partnership property (including money) as consideration for an
interest in the Partnership; and (iii) the liquidation of the Partnership
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) if there
is an in-kind distribution of Partnership property or a deemed in-kind
distribution of Partnership property pursuant to Section 708(b)(1)(B) of
the Code or an installment sale of Partnership assets, or if, pursuant to
the penultimate sentence of Regulations Section 1.704-1(b)(2)(ii)(b), the
Partnership establishes reserves to provide for Partnership liabilities
in connection with the liquidation of the Partnership;
(3) if the Book Value of an asset has been determined or adjusted as
provided in Section 4.5(b)(1) or 4.5(b)(2) hereof, the Book Value of such
asset shall thereafter be adjusted by the Depreciation taken into account
with respect to such asset for purposes of computing Profits and Losses;
and
(4) the Book Value of any Partnership asset distributed to any
Partner shall be the gross fair market value of such asset on the date of
distribution.

- 35 -

(c) In the event that subsequent to the Contribution Date any provision of
this Article IV requires the determination of the fair market value of any
asset, such fair market value shall be as determined by the relevant Partner
and those members of the Partnership Committee who are Qualified Committee
Members with respect to such Conflicting Interest Transaction or Matter,
provided that (i) such value is reasonably agreed to by such Persons in
arm's-length negotiations and (ii) such Persons have sufficiently adverse
interests, as provided in Regulations Section 1.704-1(b)(2)(iv)(h). In the
event that the requirements of clauses (i) and (ii) of this Section 4.5(c) are
not met, then the fair market value shall be determined by a Qualified
Appraiser. The cost of any such appraisal shall be an expense of the
Partnership.

Section 4.6 Partnership Interests; Units of Partnership Interest; Percentage
Interests.
(a) For the purpose of this Agreement, the term "Partnership Interest"
means, with respect to a Partner, such Partner's right to the allocations (and
each item thereof) specified in Section 5.1 hereof and distributions from the
Partnership, its share of expenditures of the Partnership described in Section
705(a)(2)(B) of the Code (or treated as such under Regulations Section
1.704-1(b)(2)(iv)(i)) and its rights of management, consent, approval, or
participation, if any, as provided in this Agreement. Each Partner's
Partnership Interest shall be divided into units (herein referred to
collectively as the "Units of Partnership Interest" and individually as a "Unit
of Partnership Interest") and shall be represented by that number of Units of
Partnership Interest set forth opposite such Partner's name on Schedule B
attached hereto, as such Schedule may be amended from time to time pursuant to
Section 4.8, Article VIII or Article X hereof. Initially there shall be that
number of Units of Partnership Interest issued and outstanding as set forth on
Schedule C attached hereto, representing one hundred percent (100%) of all of
the outstanding Partnership Interests held by all Partners. Each of such Units
of Partnership Interest shall have an initial value of that amount set forth on
Schedule C attached hereto. The Partnership may issue additional Units of
Partnership Interest in accordance with Section 8.4 hereof.
(b) For the purpose of this Agreement, the term "Percentage Interest"
means, with respect to each Partner, the percentage set forth opposite such
Partner's name on Schedule

- 36 -

B attached hereto, as such Schedule may be amended from time to time pursuant
to Section 4.8, Article VIII or Article X hereof, and shall at any time be
equal to a fraction, the numerator of which is the aggregate number of Units of
Partnership Interest held by such Partner, and the denominator of which is the
aggregate number of all Units of Partnership Interest that are issued and
outstanding.

Section 4.7 Partnership Interest Certificates.
Units of Partnership Interest shall be evidenced by Partnership
Interest Certificates (herein referred to collectively as "Partnership
Interest Certificates" and individually as a "Partnership Interest
Certificate") which shall be issued in accordance with this Section 4.7 and
Section 13.18 hereof, in the form attached hereto as Exhibit C, as such form
may be amended from time to time by the Managing General Partner, with the
approval or at the direction of, the Partnership Committee. Each Partnership
Interest Certificate shall be signed by an authorized signatory or signatories
of the Partnership and shall bear the following legend:
"The Unit(s) of Partnership Interest represented by this certificate
is(are) subject to and transferable only in compliance with The Amended and
Restated Agreement of Limited Partnership of The Taubman Realty Group
Limited Partnership, as the same may be amended and/or supplemented from
time to time (the "Partnership Agreement"), a copy of which is on file at
the office of The Taubman Realty Group Limited Partnership. Any
assignment, sale, transfer, conveyance, mortgage, or other encumbrance,
pledge, grant of an option or proxy, or other disposition or act of
alienation, whether voluntary or involuntary, or by operation of law, in
respect of a Unit of Partnership Interest made other than as permitted in
the Partnership Agreement shall be null and void and have no force or
effect whatsoever."
Transfers (except by way of a Pledge) of Units of Partnership Interest shall be
made only upon the request of the Person named in the Partnership Interest
Certificate, or by its attorney lawfully constituted in writing, and upon
surrender and cancellation of a Partnership Interest Certificate for a like
number of Units of Partnership Interest, a duly executed and acknowledged
written instrument of assignment, and with such proof of authenticity of the
signatures as the Managing General Partner, with the approval or at the
direction of the Partnership Committee, may reasonably require. In the event of
a Transfer of a Unit of Partnership Interest or the issuance of additional Units
of Partnership Interest pursuant to the provisions of Article VIII or Article X
hereof, the Managing General Partner, with the approval

- 37 -

or at the direction of the Partnership Committee, shall cause the Partnership to
issue Partnership Interest Certificates to the appropriate Persons to reflect
any Transfer of Units of Partnership Interest or issuance of additional Units of
Partnership Interest, as the case may be. In the event that the Partnership
shall purchase any Units of Partnership Interest (including Fractional Units),
such Units of Partnership Interest (or Fractional Units) shall be extinguished
and the Partnership Interest Certificates with respect thereto shall be
surrendered and cancelled.

Section 4.8 Purchase of Fractional Units of Partnership Interest; Adjustment of
Units of Partnership Interest.
If as a result of any division or combination of Units of
Partnership Interest (as provided below in this Section 4.8) or
Transfer or issuance of Units of Partnership Interest, there shall be
outstanding any Fractional Unit, the Partnership Committee may, but shall not
be obligated to, at any time cause the Partnership to purchase such Fractional
Unit, in which event the Partner holding such Fractional Unit shall sell such
Fractional Unit to the Partnership for an amount equal to the fair market value
of such Fractional Unit as determined in good faith by the Partnership
Committee.
[THE AMENDMENT DELETED THE FOLLOWING PROVISION: It is the intent of
the Partnership to maintain a fair market value of each Unit of Partnership
Interest of at least Twenty Thousand Dollars ($20,000), but to the extent
practicable, of less than Thirty Thousand Dollars ($30,000) and the Partnership
Committee, in good faith, shall, from time to time, divide or combine all Units
of Partnership Interest then issued and outstanding consistent with this
intention; provided, however, that in no event shall the Partnership Committee
(i) divide the Units of Partnership Interest except in connection with the
issuance of Units of Partnership Interest pursuant to Section 8.4 hereof or
except in connection with the granting of Incentive Options and unless each
resulting Unit of Partnership Interest is issued at a fair market value of, or
is to be issued at an exercise price of, at least Twenty Thousand Dollars
($20,000), or (ii) combine the Units of Partnership Interest unless the fair
market value of each resulting Unit of Partnership Interest is Thirty Thousand
Dollars ($30,000) or less. Accordingly, divisions or combinations of Units of

- 38 -

Partnership Interests may provide for fractional ratios. For example, assume
that the fair market value of a Unit of Partnership Interest increases to
Twenty-Five Thousand Dollars ($25,000). The Partnership Committee may divide
Units of Partnership Interest in order to decrease the fair market value of
each Unit of Partnership Interest to Twenty Thousand Dollars ($20,000) (in
order to, for example, grant Incentive Options at an exercise price of Twenty
Thousand Dollars ($20,000) for each Unit of Partnership Interest), such that
each eighty/100ths (.80) then existing Units of Partnership Interest shall,
pursuant to such action, equal one (1) new Unit of Partnership Interest.
Alternatively, assume that the fair market value of a Unit of Partnership
Interest decreases to Fifteen Thousand Dollars ($15,000). The Partnership
Committee may combine Units of Partnership Interest (and shall combine Units of
Partnership Interest in order to issue any Units of Partnership Interest) to
increase the fair market value of each Unit of Partnership Interest to Twenty
Thousand Dollars ($20,000), such that each one and one-third (1 1/3) of a then
existing Unit of Partnership Interest shall, pursuant to such action, equal one
(1) new Unit of Partnership Interest. In the event of any such action to
combineor divide Units of Partnership Interest as provided in this Section 4.8,
all references in this Agreement to a number of Units of Partnership Interest
shall be combined or divided by the same divisor or multiplier, as the case may
be. Any action to divide or combine Units of Partnership Interest pursuant to
this Section 4.8 shall be effective on the date set forth in the resolution as
the effective date for such action, and each Partner or Person to whom a Unit
of Partnership Interest has been pledged shall have the right to request a
certification from the Partnership as to the date of the last division or
combination of Units of Partnership Interest. Promptly following any such
action, Schedule B shall be amended to reflect such action, notice of such
action shall be provided to each of the Partners and to any Person to whom a
Unit of Partnership Interest has been pledged (provided the Partnership shall
have received notice of such Pledge and the identity and address of such
pledgee), and appropriate substitute Partnership Interest Certificates shall be
issued as of the effective date of such action, in exchange for outstanding
Partnership Interest Certificates pursuant to such terms as shall be
established by the Partnership Committee. For the purpose of this Section 4.8,
fair market values shall be as determined in good faith by the Partnership
Committee.]

- 39 -

[THE AMENDMENT ADDED THE FOLLOWING PROVISION:
The Partnership Committee, in good faith, may, from time to time, divide
or combine all Units of Partnership Interest then issued and outstanding;
provided, however, that in no event shall the Partnership Committee combine the
Units of Partnership Interest unless the fair market value of each resulting
Unit of Partnership Interest is One Hundred Thousand Dollars ($100,000) or
less. Accordingly, divisions or combinations of Units of Partnership Interests
may provide for fractional ratios. In the event of any such action to combine
or divide Units of Partnership Interest as provided in this Section 4.8, all
references in this Agreement to a number of Units of Partnership Interest shall
be combined or divided by the same divisor or multiplier, as the case may be.
Any action to divide or combine Units of Partnership Interest pursuant to this
Section 4.8 shall be effective on the date set forth in the resolution as the
effective date for such action, and each Partner or Person to whom a Unit of
Partnership Interest has been pledged shall have the right to request a
certification from the Partnership as to the date of the last division or
combination of Units of Partnership Interest. Promptly following any such
action, Schedule B shall be amended to reflect such action, notice of such
action shall be provided to each of the Partners and to any Person to whom a
Unit of Partnership Interest has been pledged (provided the Partnership shall
have received notice of such Pledge and the identity and address of such
pledgee), and appropriate substitute Partnership Interest Certificates shall be
issued as of the effective date of such action, in exchange for outstanding
Partnership Interest Certificates, pursuant to such terms as shall be
established by the Partnership Committee. For the purpose of this Section 4.8,
fair market values shall be as determined in good faith by the Partnership
Committee.]

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V.
ALLOCATIONS; DISTRIBUTIONS; BANK ACCOUNTS;
BOOKS OF ACCOUNT; TAX RETURNS; ACCOUNTING AND REPORTS;
PARTNERSHIP FISCAL YEAR.
Section 5.1 Allocations.
(a) For the purpose of this Agreement, the terms "Profits" and "Losses"
mean, respectively, for each Partnership Fiscal Year or other period, the
Partnership's taxable income or loss for such Partnership Fiscal Year or other
period, determined in accordance with Section 703(a) of the Code (for this
purpose, all items of income, gain, loss, or deduction required to be stated
separately pursuant to Section 703(a)(1) of the Code shall be included in
taxable income or loss), adjusted as follows:
(1) any income of the Partnership that is exempt from federal income
tax and not otherwise taken into account in computing Profits or Losses
pursuant to this Section 5.1(a) shall be added to such taxable income or
loss;
(2) in lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income
or loss, there shall be taken into account Depreciation for such
Partnership Fiscal Year or other period; and
(3) any items that are specially allocated pursuant to Section
5.1(d) or 5.1(f) hereof shall not be taken into account in computing
Profits or Losses.
(b) Except as otherwise provided in Section 5.1(d) or 5.1(f) hereof, the
Profits and Losses of the Partnership (and each item thereof) for each
Partnership Fiscal Year shall be allocated among the Partners in accordance
with their respective Percentage Interests.
(c) For the purpose of Section 5.1(b) hereof, gain or loss resulting from
any disposition of Partnership property shall be computed by reference to the
Book Value of the property disposed of, notwithstanding that the adjusted tax
basis of such property for federal income tax purposes differs from its Book
Value.
(d) Notwithstanding the foregoing provisions of this Section 5.1, the
following provisions shall apply:
(1) A Partner shall not receive an allocation of any Partnership
deduction that would result in total loss allocations attributable to
"Nonrecourse Liabilities" (as

- 41 -

defined in Regulations Section 1.704-2(b)(3)) in excess of such Partner's
share of Minimum Gain (as determined under Regulations Section
1.704-2(g)). The term "Minimum Gain" means an amount determined in
accordance with Regulations Section 1.704-2(d) by computing, with respect
to each Nonrecourse Liability of the Partnership, the amount of gain, if
any, that the Partnership would realize if it disposed of the property
subject to such liability for no consideration other than full
satisfaction thereof, and by then aggregating the amounts so computed.
If there is a net decrease in Partnership Minimum Gain for a Partnership
Fiscal Year, in accordance with Regulations Section 1.704-2(f) and the
exceptions contained therein, the Partners shall be allocated items of
Partnership income and gain for such Partnership Fiscal Year (and, if
necessary, for subsequent Partnership Fiscal Years) equal to the
Partners' respective shares of the net decrease in Minimum Gain within
the meaning of Regulations Section 1.704-2(g)(2) (the "Minimum Gain
Chargeback"). The items to be allocated pursuant to this Section
5.1(d)(1) shall be determined in accordance with Regulations Section
1.704-2(f) and (j).
(2) Any item of "Partner Nonrecourse Deduction" (as defined in
Regulations Section 1.704-2(i)) with respect to a "Partner Nonrecourse
Debt" (as defined in Regulations Section 1.704-2(b)(4)) shall be
allocated to the Partner or Partners who bear the economic risk of loss
for such Partner Nonrecourse Debt in accordance with Regulations Section
1.704-2(i)(1). Subject to Section 5.1(d)(1) hereof, but notwithstanding
any other provision of this Agreement, in the event that there is a net
decrease in Minimum Gain attributable to a Partner Nonrecourse Debt (such
Minimum Gain being hereinafter referred to as "Partner Nonrecourse Debt
Minimum Gain") for a Partnership Fiscal Year, then after taking into
account allocations pursuant to Section 5.1(d)(1) hereof, but before any
other allocations are made for such taxable year, and subject to the
exceptions set forth in Regulations Section 1.704-2(i)(4), each Partner
with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of
such Partnership Fiscal Year shall be allocated items of income and
gain for such Partnership Fiscal Year (and, if necessary, for subsequent
Partnership Fiscal Years) equal to such

- 42 -

Partner's share of the net decrease in Partner Nonrecourse Debt Minimum
Gain as determined in a manner consistent with the provisions of
Regulations Section 1.704-2(g)(2). The items to be allocated pursuant to
this Section 5.1(d)(2) shall be determined in accordance with Regulations
Section 1.704-2(i)(4) and (j).
(3) Pursuant to Regulations Section 1.752-3(a)(3), for the purpose
of determining each Partner's share of excess nonrecourse liabilities of
the Partnership, and solely for such purpose, each Partner's interest in
Partnership profits is hereby specified to be such Partner's Percentage
Interest.
(4) No Partner shall be allocated any item of deduction or loss of
the Partnership if such allocation would cause such Partner's Capital
Account to become negative by more than the sum of (i) any amount such
Partner is obligated to restore upon liquidation of the Partnership, plus
(ii) such Partner's share of the Partnership's Minimum Gain and Partner
Nonrecourse Debt Minimum Gain. An item of deduction or loss that cannot
be allocated to a Partner pursuant to this Section 5.1(d)(4) shall be
allocated among the General Partners, other than GMPTS, its transferees
and other than any transferee of a Partnership Interest that is described
in clause (i), (ii) or (iii) of the definition of "Qualified
Institutional Transferee" or that is a QIT Entity consisting solely of
(and for so long as such QIT Entity consists solely of) entities
described in clause (i), (ii) or (iii) of the definition of "Qualified
Institutional Transferee", in proportion to their respective Percentage
Interests; it being agreed and understood that no such item of deduction
or loss shall be allocated to GMPTS or any such transferee. For this
purpose, in determining the Capital Account balance of such Partner, the
items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), and
(6) shall be taken into account. In the event that (A) any Limited
Partner unexpectedly receives any adjustment, allocation, or distribution
described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6),
and (B) such adjustment, allocation, or distribution causes or increases
a deficit balance (net of amounts which such Limited Partner is obligated
to restore or deemed obligated to restore under Regulations
Section 1.704-2(g)(1) and 1.704-2(i)(5) and determined after taking into
account any adjustments, allocations,

- 43 -

or distributions described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5), or (6) that, as of the end of the
Partnership Fiscal Year, reasonably are expected to be made to such
Limited Partner) in such Limited Partner's Capital Account as of the end
of the Partnership Fiscal Year to which such adjustment, allocation, or
distribution relates, then items of Gross Income (consisting of a pro
rata portion of each item of Gross Income) for such Partnership Fiscal
Year and each subsequent Partnership Fiscal Year shall be allocated to
such Limited Partner until such deficit balance or increase in such
deficit balance, as the case may be, has been eliminated. In the event
that this Section 5.1(d)(4) and Section 5.1(d)(1) and/or (2) hereof
apply, Section 5.1(d)(1) and/or (2) hereof shall be applied prior to this
Section 5.1(d)(4).
(5) In accordance with Sections 704(b) and 704(c) of the Code and
the Regulations thereunder, income, gain, loss, and deduction with
respect to any property contributed to the capital of the Partnership
shall, solely for federal income tax purposes, be allocated among the
Partners so as to take account of any variation between the adjusted
basis of such property to the Partnership for federal income tax purposes
and the initial Book Value of such property, all as set forth on Schedule
H hereto. If the Book Value of any Partnership property is adjusted
pursuant to Section 4.5(b) hereof, subsequent allocations of income,
gain, loss, and deduction with respect to such asset shall take account
of any variation between the adjusted basis of such asset for federal
income tax purposes and the Book Value of such asset in the manner
prescribed under Sections 704(b) and 704(c) of the Code and the
Regulations thereunder.
(e) Notwithstanding anything to the contrary contained in this Section
5.1, the allocation of Profits and Losses for any Partnership Fiscal Year
during which a Person acquires a Partnership Interest (other than upon
formation of the Partnership) shall take into account the Partners' varying
interests for such Partnership Fiscal Year pursuant to any method permissible
under Section 706 of the Code that is selected by the Managing General Partner,
with the approval or at the direction of the Partnership Committee
(notwithstanding any agreement between the assignor and assignee of such
Partnership Interest although the

- 44 -

Managing General Partner, with the approval or at the direction of the
Partnership Committee, may recognize any such agreement), which method may take
into account the date on which the Transfer or an agreement to Transfer becomes
irrevocable pursuant to its terms, as determined by the Managing General
Partner, with the approval or at the direction of the Partnership Committee.
(f) In the event of a sale or exchange of a Partner's Partnership Interest
or portion thereof or upon the death of a Partner, if the Partnership has not
theretofore elected, pursuant to Section 754 of the Code, to adjust the basis
of Partnership property, the Managing General Partner, with the approval or at
the direction of the Partnership Committee, shall cause the Partnership to
elect, if the Person acquiring such Partnership Interest or portion thereof so
requests, pursuant to Section 754 of the Code, to adjust the basis of
Partnership property. In addition, in the event of a distribution referred to
in Section 734(b) of the Code, if the Partnership has not theretofore elected,
the Managing General Partner, with the approval or at the direction of the
Partnership Committee, may, in the exercise of its reasonable discretion, cause
the Partnership to elect, pursuant to Section 754 of the Code, to adjust the
basis of Partnership property. Except as provided in Regulations Section
1.704-1(b)(2)(iv)(m), such adjustment shall not be reflected in the Partners'
Capital Accounts and shall be effective solely for federal and (if applicable)
state and local income tax purposes. Each Partner hereby agrees to provide the
Partnership with all information necessary to give effect to such election.
With respect to such election:
(1) Any change in the amount of the depreciation deducted by the
Partnership and any change in the gain or loss of the Partnership, for
federal income tax purposes, resulting from an adjustment pursuant to
Section 743(b) of the Code shall be allocated entirely to the transferee
of the Partnership Interest or portion thereof so transferred. Neither
the capital contribution obligations of, nor the Partnership Interest of,
nor the amount of any cash distributions to, the Partners shall be
affected as a result of such election, and except as provided in
Regulations Section 1.704-1(b)(2)(iv)(m), the making of such
election shall have no effect except for federal and (if applicable)
state and local income tax purposes.

- 45 -

(2) Solely for federal and (if applicable) state and local income
tax purposes and not for the purpose of maintaining the Partners' Capital
Accounts (except as provided in Regulations Section
1.704-1(b)(2)(iv)(m)), the Partnership shall keep a written record for
those assets, the basis of which is adjusted as a result of such
election, and the amount at which such assets are carried on such record
shall be debited (in the case of an increase in basis) or credited (in
the case of a decrease in basis) by the amount of such basis adjustment.
Any change in the amount of the depreciation deducted by the Partnership
and any change in the gain or loss of the Partnership, for federal and
(if applicable) state and local income tax purposes, attributable to the
basis adjustment made as a result of such election shall be debited or
credited, as the case may be, on such record.
(g) The Profits, Losses, gains, deductions, and credits of the Partnership
(and all items thereof) for each Partnership Fiscal Year shall be determined in
accordance with the accounting method followed by the Partnership for federal
income tax purposes.
(h) Except as provided in Sections 5.1(d)(5) and 5.1(f) hereof, for
federal income tax purposes, each item of income, gain, loss, or deduction
shall be allocated among the Partners in the same manner as its correlative
item of "book" income, gain, loss, or deduction has been allocated pursuant to
this Section 5.1.
(i) Such portion of the gain allocated pursuant to this Section 5.1 that
is treated as ordinary income attributable to the recapture of depreciation
shall, to the extent possible, be allocated among the Partners in the
proportion that (i) the amount of depreciation previously allocated to each
Partner relating to the property that is the subject of the disposition bears
to (ii) the total of such depreciation allocated to all of the Partners. This
Section 5.1(i) shall not alter the amount of allocations among the Partners
pursuant to this Section 5.1, but merely the character of gain so allocated and
shall be disregarded to the extent its application would cause the allocation
of Profits and Losses and items thereof to fail to satisfy the requirements of
Section 514(c)(9)(B)(vi)(II) of the Code and Regulations promulgated
thereunder.

- 46 -

52
(j) To the extent permitted by Regulations Sections 1.704-2(h)(3) and
1.704-2(i)(6), the Managing General Partner shall endeavor to treat a
distribution of the proceeds of Nonrecourse Liabilities (that would otherwise
be allocable to an increase in Partnership Minimum Gain) or Partner Nonrecourse
Debt (that would otherwise be allocable to an increase in Partner Nonrecourse
Debt Minimum Gain) as a distribution that is not allocable to an increase in
Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain to the extent
that such distribution does not cause or increase a deficit balance in any
Partner's Capital Account that exceeds the amount such Partner is otherwise
obligated to restore (within the meaning of Regulations Section
1.704-1(b)(2)(ii)(c)) as of the end of the Partnership's taxable year in which
the distribution occurs.
(k) It is the intention of the Partners that this Agreement provide for
allocations of Profits and Losses and items thereof that meet the requirements
of [THE AMENDMENT DELETED THE FOLLOWING REFERENCE: Section
514(c)(9)(B)(vi)(II)] [THE AMENDMENT ADDED THE FOLLOWING REFERENCE:
514(c)(9)(E)] of the Code and any Regulations promulgated thereunder, and the
Managing General Partner, with the approval of the Partnership Committee, shall
interpret this Agreement accordingly.

Section 5.2 Distributions.
(a) Subject, on liquidation of the Partnership to Section 11.1(a) hereof,
and to Section 11.1(c) hereof on liquidation of a Partner's interest in the
Partnership that is not in connection with the liquidation of the Partnership,
for the term of the Partnership, as set forth in Section 1.5 hereof:
(i) a cash distribution shall be made to the Partners, in accordance
with their respective Percentage Interests, not later than the fifteenth
(15th) Day of each month (the "Distribution Date") of each Partnership
Fiscal Year, in an amount equal to one-twelfth (1/12) of the Required
Distribution Amount for such Partnership Fiscal Year;
(ii) a cash distribution shall be made to the Partners, in
accordance with their respective Percentage Interests, on the
Distribution Date immediately following the date of an Additional
Required Amount Notice, in an amount equal to the Additional Required
Amount; provided, however, that if such Distribution Date is less than
twenty (20) Days after the date of such Additional Required Amount
Notice, the Additional Required Amount shall be distributed on the next
Distribution Date; provided, further however, that if the Partnership
does not receive, in accordance with Section 6.5 hereof, an Additional
Required Amount Notice in respect of a capital gain transaction within
seven (7) Days of the date of the next regular meeting of the

- 47 -
53

Partnership Committee following such capital gain transaction, a cash
distribution shall nevertheless be made to the Partners, in accordance
with their respective Percentage Interests, on the Distribution Date
immediately following such meeting of the Partnership Committee, in an
amount equal to the Additional Required Amount in respect of such
transaction, or in the event that such Distribution Date is less than
twenty (20) Days after the date of such meeting, such Additional Required
Amount shall be distributed on the next Distribution Date;

(iii) in the event of a Minimum Distribution Amount Adjustment
Notice, a cash distribution shall be made to the Partners, in accordance
with their respective Percentage Interests, not later than the fifteenth
(15th) Day of the first month of each Partnership Fiscal Year, in an
amount equal to the Minimum Distribution Amount Adjustment for the prior
Partnership Fiscal Year;

(iv) in the event of a Tax Adjustment Notice, a cash distribution
shall be made to the Partners, in accordance with their respective
Percentage Interests, not later than the last Day of the fourth (4th)
month of each Partnership Fiscal Year, in an amount equal to the quotient
obtained by dividing (x) the Tax Adjustment Amount for the prior
Partnership Fiscal Year, by (y) the Percentage Interest of TREIT on the
Relevant Date; and

(v) in the event of a Deficiency Dividend Notice, a cash
distribution shall be made to the Partners, in accordance with their
respective Percentage Interests, as and when required by TREIT, in an
amount equal to the Deficiency Dividend.

(b) Until such time that the GMPTS Priority Capital Amount has been paid
out pursuant to this Section 5.2(b), in the event, and each time that, GMPTS or
a transferee of the interest of GMPTS whom GMPTS has designated in writing
(with notice thereof to the Partnership Committee and the Manager) as being
entitled to the benefit of this Section 5.2(b) sells one (1) or more Units of
Partnership Interest to TREIT, a cash distribution shall be made to GMPTS or
such designated transferee in an amount equal to the product of fifty-five
thousandths (.055), and the amount of cash proceeds received by GMPTS or such
GMPTS designated transferee as a result of such sale; provided, however, that
the aggregate cumulative amount to be distributed pursuant to this Section
5.2(b) shall in no event exceed the GMPTS Priority Capital Amount.
(c) All distributions pursuant to Section 5.2(a), 5.2(b), and Section
11.1(a) hereof shall be made in accordance with the terms and provisions of
this Agreement to the Record Partner; provided, however, that in the event of
an assignment of a Partnership Interest pursuant to Section 8.3(a) hereof to a
Person that does not become a substitute Partner in the Partnership, the Record
Partner may, subject to the provisions of Section 8.3(a) hereof, by written
notice (a "Designee Notice") to the Manager, the Partnership, and the Managing

- 48 -

General Partner, designate such Person to receive those distributions pursuant
to Section 5.2(a), 5.2(b), and Section 11.1(a) to which the Record Partner
would otherwise be entitled. The Managing General Partner shall not incur any
liability for distributions made in good faith to any Record Partner or the
designee of any Record Partner set forth in a Designee Notice as provided above
in this Section 5.2(c), notwithstanding that another Person may have an
interest in or be affected by such distribution. Distributions to the Partners
under this Agreement shall be subject to any restriction imposed by applicable
law, and the Managing General Partner may refrain from making any distribution
hereunder without liability if it believes that the distribution would be in
violation of any applicable law.
[THE AMENDMENT ADDED THE FOLLOWING PROVISION:

Section 5.3 Guaranteed Payments.
Not later than the fifteenth (15th) Day of each month of each
Partnership Fiscal Year, the Partnership shall pay to TREIT, in cash or
by good certified or official bank check or by Fedwire transfer of immediately
available funds, an amount equal to the excess, if any, of (i) the cumulative
Guaranteed Payment on all Preferred Equity, over (ii) the sum of all prior
payments made to TREIT pursuant to this Section 5.3, such amounts to be paid in
the priorities, if any, set forth in the applicable series. Amounts paid
pursuant to this Section 5.3 are intended to constitute guaranteed payments
within the meaning of Section 707(c) of the Code and shall not be treated as
distributions for purposes of computing TREIT's Capital Account balance.
TREIT, with the approval of the Partnership Committee, shall have the
right, but not the obligation, to convert all or any portion of the proceeds
loaned to the Partnership pursuant to Section 4.1(f) to Preferred Equity, which
Preferred Equity shall be entitled to a Guaranteed Payment in lieu of the
payment of interest.
In the event of the redemption by TREIT, in whole or in part, of any
series of preferred shares that constitute a Related Issue, TREIT, with the
consent of the Partnership Committee, may convert that portion of its Preferred
Equity equal to the portion of the Related Issue that was redeemed (exclusive
of any accrued but unpaid dividends), to an Additional Interest by contributing
to the capital of the Partnership all of its right, title, and interest, in

- 49 -
55

and to the payment of any future Guaranteed Payment on that portion of the
converted Preferred Equity, with the effect that the portion of the converted
Preferred Equity and related right to the payment of any future Guaranteed
Payment shall be converted to an Additional Interest in accordance with Section
8.4(a) hereof, such Additional Interest to be provided by a proportionate
reduction in the Percentage Interests of all of the Partners, as provided in
Section 8.4(a) hereof. Upon and to the extent of the conversion of Preferred
Equity to Additional Interests in accordance with this Section 5.3, Schedule B
to the Partnership Agreement shall be amended accordingly.]

Section 5.3 Bank Accounts and Other Investments.
Funds of the Partnership shall be deposited in one or more bank accounts
in federal or state chartered banks having a shareholder capital and
undistributed surplus of not less than One Hundred Million Dollars
($100,000,000), all as determined by the Managing General Partner, with the
approval or at the direction of the Partnership Committee. All withdrawals
therefrom shall be made upon the signature or signatures of whomever shall be
designated in writing from time to time by the Managing General Partner, with
the approval or at the direction of the Partnership Committee. Any checks of
the Partnership may be signed by any Person(s) designated in writing, from time
to time, by the Managing General Partner, with the approval or at the direction
of the Partnership Committee. In addition, funds of the Partnership may be
invested in highly liquid investments pursuant to an investment policy
determined from time to time by the Managing General Partner, with the approval
or at the direction of the Partnership Committee.

Section 5.4 Books of Account.
The Partnership shall maintain at its principal office complete and
accurate books of account and records of its operations showing the assets,
liabilities, costs, expenditures, receipts, profits, and losses of the
Partnership, and which books of account and records shall include provision for
separate Capital Accounts for the Partners and shall provide for such other
matters and information as may be required by the Partnership Law or as the
Managing General Partner, with the approval or at the direction of the
Partnership Committee, shall otherwise determine, together with copies of
all documents executed on behalf of the

- 50 -

Partnership. In addition, the Partnership shall maintain at its principal
office a Partnership Interest Ledger of the Partnership, which shall set forth
the information contained in Schedule B attached hereto, and which shall be
kept current by the Managing General Partner. Each Limited Partner and its
representatives, duly authorized in writing, shall have the right to inspect
and examine, at all reasonable times, at the principal office of the
Partnership, all such books of account, records, ledgers, and documents.

Section 5.5 Tax Returns.
(a) The Managing General Partner, with the approval or at the direction of
the Partnership Committee, shall determine the methods to be used in the
preparation of federal, state, and local income and other tax returns for the
Partnership in connection with all items of income and expense, including but
not limited to, valuation of assets, the methods of depreciation and cost
recovery, elections, credits, and tax accounting methods and procedures.
(b) To the extent all necessary information is available, within ninety
(90) Days after the end of each Partnership Fiscal Year, and in any event
within one hundred twenty (120) Days after the end of each Partnership Fiscal
Year, the Partnership shall cause to be prepared and transmitted to the
Partners federal and appropriate state and local Partnership Income Tax
Schedules "K-1," or any substitute therefor, with respect to such Partnership
Fiscal Year on appropriate forms prescribed.

Section 5.6 Accounting and Reports, Etc.
(a) Within ninety (90) Days after the end of each Partnership Fiscal Year,
the Partnership shall cause to be prepared and transmitted to each Partner, an
annual report of the Partnership relating to the previous Partnership Fiscal
Year containing a statement of financial condition as of the year then ended,
and statements of operations, cash flow and Partnership equity for the year
then ended, which annual statements shall be prepared in accordance with GAAP
and shall be audited by the Partnership Accountants. The Partnership shall
also cause to be prepared and transmitted to each Partner within forty-five
(45) Days after the end of each of the first three (3) quarters of each
Partnership Fiscal Year, a quarterly unaudited report of the Partnership's
financial condition and statements of operations, cash

- 51 -

flow and Partnership equity relating to the fiscal quarter then just ended,
prepared in accordance with GAAP. The Partnership shall further cause to be
prepared and transmitted to TREIT (i) such reports and/or information as are
necessary for TREIT to fulfill its obligations under the Securities Act of
1933, the Securities and Exchange Act of 1934 and the applicable stock exchange
rules, and under any other regulations to which TREIT or the Partnership may be
subject, and (ii) such other reports and/or information as are necessary for
TREIT to determine its qualification as a Real Estate Investment Trust under
the REIT Requirements or its liability for a tax as a consequence of its
Partnership Interest, including its distributive share of taxable income, in
each case, in a manner that will permit TREIT to comply with such obligations
or make such determinations in a timely fashion.
(b) TREIT shall, from time to time, upon the reasonable request of the
Manager, or as and when such information first becomes available to it, provide
the Manager, by written notice (the "TREIT Information Notice"), with such
information necessary to permit the Manager to determine the Minimum
Distribution Amount Adjustment, including TREIT's allocable portion of any
component thereof, for each Partnership Fiscal Year, any Tax Adjustment Amount
for any prior Partnership Fiscal Year, to the extent such Tax Adjustment Amount
has not yet been distributed or previously taken into account in calculating a
Tax Adjustment Amount, and any Deficiency Dividend.

Section 5.7 Partnership Fiscal Year.
The Partnership's fiscal year (and taxable year) shall be the
Partnership Fiscal Year.

- 52 -
58

VI.
MANAGEMENT; AUTHORITY AND AUTHORIZED ACTIONS BY THE
MANAGING GENERAL PARTNER; AUTHORITY AND APPOINTMENT
AND AUTHORIZED ACTIONS BY THE PARTNERSHIP COMMITTEE; AUTHORITY
AND APPOINTMENT OF AND AUTHORIZED ACTIONS BY THE EXECUTIVE
COMMITTEE; CERTAIN LIMITATIONS ON THE AUTHORITY OF THE EXECUTIVE
COMMITTEE; AUTHORITY AND APPOINTMENT OF AND AUTHORIZED ACTIONS BY
THE COMPENSATION COMMITTEE; ANNUAL BUDGET; NOTICES;
STANDARD OF CONDUCT; CONFLICTING INTEREST DISCLOSURE OR RECUSAL;
MASTER SERVICES AGREEMENT AND CORPORATE SERVICES AGREEMENT;
ABSENCE OF AUTHORITY OF LIMITED PARTNERS; FIDELITY BONDS
AND INSURANCE; ENGAGEMENT OF PARTNERS' AFFILIATES; INDEMNITY
AND REIMBURSEMENT; TAX MATTERS PARTNER.

Section 6.1 Management; Authority and Authorized Actions by the Managing
General Partner; Authority and Appointment of and Authorized
Actions by the Partnership Committee.
(a) The Managing General Partner shall be responsible for the management
of the Partnership and shall have the full and exclusive right, power and
authority, on behalf of and in the name of the Partnership, to carry out any
and all objectives and purposes of the Partnership and to exercise any and all
of the powers of the Partnership and to perform any and all acts and enter into
and perform any and all contracts, agreements, and other undertakings which it
may deem necessary or advisable in furtherance of the purposes of the
Partnership or incidental thereto; provided, however, that the Managing General
Partner shall not take, make or give, or refuse to take, make or give, as
applicable, any action, decision, determination, designation, delegation,
direction, appointment, consent, approval, selection, and the like by or with
respect to the Partnership, its business and properties as well as the
management of all Partnership affairs, without prior Partnership Committee
Action; provided further, however, that the Managing General Partner shall
take, make or give, or refuse to take, make or give, as applicable, any action,
decision, determination, designation, delegation, direction, appointment,
consent, approval, selection, and the like by or with respect to the
Partnership in accordance with any Partnership Committee Action. In such
capacity, and subject to the foregoing provisos, the Managing General Partner
shall use its Best Efforts to carry out the purposes of the Partnership and
shall have in respect of its management of the Partnership all of the powers of
the Partnership and shall devote such time and attention to the Partnership as
is reasonably necessary for the proper management of the Partnership and

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59

its properties. The Managing General Partner may, with the approval or at the
direction of the Partnership Committee, employ or engage others including one
or more Affiliates of a Partner (e.g., TTC) to satisfy its obligations in
respect of all actions, decisions, determinations, designations, delegations,
directions, appointments, consents, approvals, selections, and the like to be
taken, made, or given by and/or with respect to the Partnership, its business
and its properties as well as management of all Partnership affairs, and all
such actions, decisions, determinations, designations, delegations, directions,
appointments, consents, approvals, selections, and the like shall be
controlling and binding upon the Partnership. Any Person employed or engaged
by the Managing General Partner, with the approval or at the direction of the
Partnership Committee, shall have and be subject to all of the rights,
obligations and restrictions of the Managing General Partner, all as provided
in this Agreement.
(b) The Partnership shall have a Partnership Committee which, acting in
its capacity as a fiduciary solely in accordance with the standard of conduct
set forth in Section 6.6 hereof, shall, through Partnership Committee Action,
approve or propose all actions, decisions, determinations, designations,
delegations, directions, appointments, consents, approvals, selections, and the
like to be taken, made, or given, with respect to the Partnership, its business
and its properties as well as the management of all Partnership affairs, by the
Managing General Partner, and shall interpret and construe this Agreement, and
any action taken relying upon any such construction or interpretation,
reasonably made, shall fully protect the Partnership Committee and each
Committee Member, even though it may be subsequently determined that such
construction or interpretation was erroneous. The Partnership Committee shall
consist of thirteen (13) members. Subject to Section 6.1(b)(i) and Section
6.1(b)(ii) hereof, five (5) members of the Partnership Committee shall be
appointed by GMPTS; two (2) members shall be appointed by TG; and two (2)
members shall be appointed by T-Co, so long as T-Co has an interest in the
Person that is the Manager and is a Partner and the aggregate Percentage
Interest held by Original Partner Affiliates and TTC Affiliates is at least
three percent (3%), or in the event that T-Co no longer has an interest in the
Person that is the Manager or is no longer a Partner, the two (2) members
previously appointed by

- 54 -

T-Co shall be appointed by TG; and four (4) members who are and continue to be
Eligible TREIT Appointees shall be appointed by TREIT.
The Partnership Committee, or the Executive Committee as its designee,
shall supervise the Manager and review on a regular basis the reports and other
information furnished by the Manager from time to time pursuant to the Master
Services Agreement.
Each of GMPTS, TG, T-Co, and TREIT shall have the power to at any time
remove with or without cause any member of the Partnership Committee appointed
by it by delivering written notice of such removal to the Partnership and to
the other members of the Partnership Committee. In the event and at such time
that any member of the Partnership Committee appointed by TREIT is no longer an
Eligible TREIT Appointee, TREIT shall remove such member of the Partnership
Committee, and shall appoint to the Partnership Committee in the place and
stead of such individual so removed another individual who is an Eligible TREIT
Appointee. The Partnership Committee may, at a meeting of the Partnership
Committee, remove any member of the Partnership Committee for cause in which
event the individual so removed may not be reappointed. Vacancies for whatever
reason (other than because of a reduction in the number of members an
Appointing Person may appoint) on the Partnership Committee shall in all events
be filled by the party who appointed the Partnership Committee member
previously holding the position that is then vacant.
(i) In the event and from and after the time that the Percentage
Interest held by GMPTS shall fall below thirty-eight and 5/10ths percent
(38.5%), the number of members of the Partnership Committee that GMPTS
shall have the right to appoint shall be reduced as follows: in the event
and from and after the time that the Percentage Interest held by GMPTS
shall fall below thirty-eight and 5/10ths percent (38.5%) but not below
thirty and 8/10ths percent (30.8%), then GMPTS shall have the right to
appoint four (4) members; in the event and from and after the time that
the Percentage Interest held by GMPTS shall fall below thirty and 8/10ths
percent (30.8%) but not below twenty-three and 1/10ths percent (23.1%),
then GMPTS shall have the right to appoint three (3) members; in the
event and from and after the time that the Percentage Interest held by
GMPTS shall fall below twenty-three and 1/10ths percent

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(23.1%) but not below fifteen and 4/10ths percent (15.4%), then GMPTS
shall have the right to appoint two (2) members; in the event and from
and after the time that the Percentage Interest of GMPTS shall fall below
fifteen and 4/10ths percent (15.4%) but not below seven and 7/10ths
percent (7.7%), then GMPTS shall have the right to appoint one (1)
member; and in the event and from and after the time that the Percentage
Interest held by GMPTS shall fall below seven and 7/10ths percent (7.7%),
then GMPTS shall have no further right to appoint any member of or be
represented on the Partnership Committee; provided, however, that in the
event of a Transfer of the Partnership Interest of GMPTS to a single
GMPTS Transferee in accordance with Section 8.1(b) or Section 8.3(a)
hereof, or pursuant to a foreclosure or like action in respect of a
Pledge, such GMPTS Transferee shall succeed to GMPTS' right to appoint
members of the Partnership Committee in accordance with the provisions of
this Section 6.1(b)(i); provided further, however, that if such
Partnership Interest is Transferred to an entity consisting of multiple
investors in accordance with Section 8.1(b) or Section 8.3(a) hereof or
pursuant to a foreclosure or like action in respect of a Pledge, a single
agent with full discretionary rights shall be designated by such GMPTS
Transferee to act on behalf of such GMPTS Transferee in respect of all
Partnership matters so long as such GMPTS Transferee is a Partner or
otherwise possesses GMPTS' right to appoint members of the Partnership
Committee in accordance with this Section 6.1(b)(i), or such GMPTS
Transferee shall lose its right to appoint members of the Partnership
Committee. A GMPTS Transferee may at any time change its single agent
provided that written notice thereof has been given to the Managing
General Partner and the Partnership Committee.
(ii) In the event and from and after the time that the aggregate
Percentage Interest held by Original Partner Affiliates and TTC
Affiliates shall fall below fifteen and 4/10ths percent (15.4%) the
number of members of the Partnership Committee that TG shall have the
right to appoint shall be reduced as follows: for so long as T-Co has an
interest in the Person that is the Manager and the aggregate Percentage
Interest held by Original Partner Affiliates and the TTC Affiliates is
at least three percent (3%),

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and (A) in the event and from and after the time that the Percentage
Interest held by Original Partner Affiliates and TTC Affiliates shall
fall below an aggregate fifteen and 4/10ths percent (15.4%), but not
below an aggregate seven and 7/10ths percent (7.7%), TG shall have the
right to appoint one (1) member to the Partnership Committee in addition
to the two (2) members appointed by T-Co (or by TG if T-Co is not a
Partner), and (B) in the event and from and after the time that the
aggregate Percentage Interest held by Original Partner Affiliates and TTC
Affiliates shall fall below an aggregate seven and 7/10ths percent
(7.7%), then TG shall have no further right to appoint any member of the
Partnership Committee. For so long as T-Co has an interest in the Person
that is the Manager and the aggregate Percentage Interest held by
Original Partner Affiliates and TTC Affiliates is at least three percent
(3%), T-Co's right (or TG's right if T-Co is not a Partner) to appoint
two (2) members of the Partnership Committee shall exist. In the event
and from and after the time that T-Co no longer has an interest in the
Person that is the Manager, T-Co shall have no further right to appoint
any member of the Partnership Committee, and TG shall be entitled to
appoint four (4) members to the Partnership Committee, provided that in
the event and from and after the time that the aggregate Percentage
Interest of Original Partner Affiliates and TTC Affiliates shall fall
below thirty and 8/10ths percent (30.8%), the number of members of the
Partnership Committee that TG shall have the right to appoint shall be
reduced as follows: in the event and from and after the time that the
aggregate Percentage Interest held by Original Partner Affiliates and TTC
Affiliates shall fall below an aggregate thirty and 8/10ths percent
(30.8%) but not below an aggregate twenty-three and 1/10ths percent
(23.1%) then TG shall have the right to appoint three (3) members; in the
event and from and after the time that the aggregate Percentage Interest
held by Original Partner Affiliates and TTC Affiliates shall fall below
an aggregate twenty-three and 1/10ths percent (23.1%) but not below an
aggregate

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fifteen and 4/10ths percent (15.4%), then TG shall have the right to
appoint two (2) members; in the event and from and after the time that
the aggregate Percentage Interest held by Original Partner Affiliates and
TTC Affiliates is less than an aggregate fifteen and 4/10ths percent
(15.4%) but not below an aggregate seven and 7/10ths percent (7.7%), then
TG shall have the right to appoint one (1) member; and in the event and
from and after the time that the aggregate Percentage Interest held by
Original Partner Affiliates and TTC Affiliates shall fall below an
aggregate seven and 7/10ths percent (7.7%), then TG shall have no further
right to appoint any member of or be represented on the Partnership
Committee. Notwithstanding anything to the contrary contained in this
Agreement, in the event of a Transfer of the Partnership Interest of AAT
Affiliates (excluding the Partnership Interest of TG) to a single Taubman
Transferee in accordance with Section 8.1(b) or Section 8.3(a) hereof, or
pursuant to a foreclosure or like action in respect of a Pledge, such
Taubman Transferee shall succeed to TG's right to appoint members of the
Partnership Committee in accordance with the provisions of this Section
6.1(b)(ii); provided, however, that if such Partnership Interest is
Transferred to an entity consisting of multiple investors in accordance
with Section 8.1(b) or Section 8.3(b) hereof, or pursuant to a
foreclosure or like action in respect of a Pledge, a single agent with
full discretionary rights shall be designated by such Taubman Transferee
to act on behalf of such Taubman Transferee in respect of all Partnership
matters so long as such Taubman Transferee is a Partner or otherwise
possesses TG's right to appoint members of the Partnership Committee in
accordance with this Section 6.1(b)(ii), or such Taubman Transferee shall
lose its right to appoint members of the Partnership Committee. A
Taubman Transferee may at any time change its single agent provided that
prior written notice thereof has been given to the Managing General
Partner and the Partnership Committee. In determining the Percentage
Interest held by Original Partner Affiliates and TTC Affiliates for the
purposes of this Section 6.1(b)(ii) and other Sections hereof relating to
the appointment of Committee Members, there shall be included the total
number of Units of Partnership Interest over which Original Partner
Affiliates and TTC Affiliates have Incentive Options to the extent such
Incentive Options are vested.

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64

(iii) In the event and at the time of a reduction in the number of
members of the Partnership Committee that GMPTS and/or TG are entitled to
appoint as provided in Section 6.1(b)(i) or Section 6.1(b)(ii) hereof,
(x) the number of members of the Partnership Committee that TREIT may
appoint (which members shall be and shall continue to be Eligible TREIT
Appointees) shall increase accordingly, such that there shall in all
events be thirteen (13) members of the Partnership Committee, and (y) the
Appointing Person that has suffered a reduction in the number of members
that such Appointing Person is entitled to appoint to the Partnership
Committee shall forthwith remove that number of members appointed by such
Appointing Person equal to such reduction, failing which the members of
the Partnership Committee who are Eligible TREIT Appointees may effect
such removal by notice thereof to such Appointing Person. In the event
and at such time that TREIT shall be entitled to appoint all members of
the Partnership Committee, each of such members, notwithstanding anything
herein to the contrary, shall be considered to be a Qualified Committee
Member with respect to a Relevant Transaction or Relevant Matter if such
Committee Member would qualify as such without regard to such Committee
Member's relationship to TREIT (including the fact that TREIT is such
Committee Member's Appointing Person). If prior to the time that TREIT
shall be entitled to appoint all members of the Partnership Committee, no
member of the Partnership Committee shall be a Qualified Committee Member
with respect to a Relevant Transaction or Relevant Matter, then all
members shall nevertheless be considered to be Qualified Committee
Members with respect to such Relevant Transaction or Relevant Matter.
(c) The Partnership Committee shall meet by telephone conference or by
other means of communication acceptable to the Partnership Committee, or at the
principal office of the Partnership or at such other place as shall be agreed
to from time to time by a majority of the members of the Partnership Committee
(which majority shall include, at all times during which TREIT holds a
Percentage Interest of in excess of fifty percent (50%), at least one (1) TREIT
Appointee). The Partnership Committee shall meet at least four (4) times each

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65

Partnership Fiscal Year, and on the call of any two (2) members of the
Partnership Committee, and except as otherwise provided in the last sentence of
Section 6.2(b) hereof, upon seven (7) Days' prior notice to the other members
of the Partnership Committee and the Manager. The Partnership Committee shall
establish, at or prior to its last meeting for each Partnership Fiscal Year,
the dates for regular meetings to be held during the following Partnership
Fiscal Year. The Partnership Committee may act without a meeting if the action
taken is consented to in advance, or subsequently ratified, in writing by all
of the members of the Partnership Committee.
(d) A majority of the members of the Partnership Committee (which majority
shall include, at all times during which TREIT holds a Percentage Interest of
in excess of fifty percent (50%), at least one (1) TREIT Appointee), or with
respect to a Conflicting Interest Transaction or Matter, a majority of the
Qualified Committee Members (which majority shall include, at all times during
which TREIT holds a Percentage Interest of in excess of fifty percent (50%), at
least one (1) TREIT Appointee who is also a Qualified Committee Member),
present in person or by telephone conference or by other means of communication
acceptable to the Partnership Committee, shall be necessary and sufficient to
constitute a quorum for the purpose of taking any Partnership Committee Action.
Except with respect to Partnership Committee Actions taken by unanimous
written consent without a meeting as described above, the concurrence of a
majority of the members of the Partnership Committee with, at all times during
which TREIT holds a Percentage Interest of in excess of fifty percent (50%),
the concurrence of a majority of those TREIT Appointees who are present in
person or by telephone conference or by other means of communication acceptable
to the Partnership Committee, or with respect to a Conflicting Interest
Transaction or Matter, the concurrence of a majority of the Qualified Committee
Members, with, at all times during which TREIT holds a Percentage Interest of
in excess of fifty percent (50%) and does not itself have a Conflicting
Interest with respect to a Conflicting Interest Transaction or Matter, the
concurrence of a majority of those TREIT Appointees who are present in person
or by telephone conference or by other means of communication acceptable to the
Partnership Committee, and are Qualified Committee Members with respect to
such Conflicting Interest Transaction or Matter, shall be

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66

required for any Partnership Committee Action, and such concurrence of a
majority of the members of the Partnership Committee, with, if applicable, such
concurrence of a majority of those TREIT Appointees who are present in person
or by telephone conference or by other means of communication acceptable to the
Partnership Committee, or with respect to a Conflicting Interest Transaction or
Matter, such concurrence of a majority of the Qualified Committee Members,
with, if applicable, such concurrence of a majority of those TREIT Appointees
who are Qualified Committee Members and who are present in person or by
telephone conference or by other means of communication acceptable to the
Partnership Committee, shall be binding on the Partnership and all Partners for
all matters and purposes.
(e) Notwithstanding that a Committee Member may not be a Qualified
Committee Member with respect to a Conflicting Interest Transaction or Matter,
upon the concurrence of a majority of the Qualified Committee Members, with, at
all times during which TREIT holds a Percentage Interest of in excess of fifty
percent (50%), the concurrence of a majority of those TREIT Appointees who are
present in person or by telephone conference or by other means of communication
acceptable to the Partnership Committee, (i) any such Committee Member who is
not a Qualified Committee Member, unless such Committee Member shall have
effected a Recusal, shall be entitled to participate and vote (provided that
such vote is not necessary for such Partnership Committee Action), in respect
of such Conflicting Interest Transaction or Matter, and (ii) any Partnership
Committee Action taken in respect of such Conflicting Interest Transaction or
Matter shall be valid and binding on the Partnership, notwithstanding that a
Committee Member who is not a Qualified Committee Member participated and voted
(provided that such vote is not necessary for such Partnership Committee
Action) in such Partnership Committee Action.
(f) The Partnership Committee shall, by resolution, (i) designate one (1)
or more employees or agents of the Partnership who are denominated as officers
who shall exercise such powers and shall have such duties as may from time to
time be assigned or established by the Partnership Committee, and (ii)
designate a chairman of each Committee (including the Partnership Committee)
from among the members of each such Committee. Any designated officer of the
Partnership and each chairman shall serve at the pleasure of the Partnership

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67

Committee and may be removed at any time with or without cause, by resolution
of the Partnership Committee.
(g) The Partnership may have such additional committees as the Partnership
Committee shall by resolution from time to time determine, consisting of
members designated from among its members provided that the selection of
members and requirements for quorums and actions shall be the same as the
Executive Committee. Other matters relating to the operation of any such
committee shall be as determined by the Partnership Committee in such
resolution.
(h) Each member of the Partnership Committee shall be entitled to
reasonable expenses, if any, for acting as a member of the Partnership
Committee and for attendance at any meeting of the Partnership Committee, but
shall be entitled to no compensation from the Partnership. Nothing herein
contained shall be construed to preclude any member of the Partnership
Committee from serving the Partnership or any Affiliate of the Partnership in
any other capacity and receiving compensation therefor from the Partnership.

Section 6.2 Authority and Appointment of and Authorized Actions by the
Executive Committee; Certain Limitations on the
Authority of the Executive Committee.
(a) The Partnership intends, in due course, by resolution of the
Partnership Committee, to establish an Executive Committee in accordance with
the provisions of this Section 6.2, which committee shall have all of the
powers herein provided for or conferred on the Partnership Committee (subject
to limitations set forth in Section 6.2(c) hereof). The Executive Committee
shall consist of three (3) members of the Partnership Committee. Each of
GMPTS, TG (or T-Co, as TG and T-Co shall determine from time to time), and
TREIT shall appoint one (1) member of the Executive Committee; provided,
however, that in the event that the aggregate Percentage Interest held by
Original Partner Affiliates and TTC Affiliates shall fall below nine and
9/10ths percent (9.9%), and TG (together with T-Co), or T-Co (together with
TG), is entitled for any reason to less than two (2) members on the Partnership
Committee, TG (and T-Co) shall no longer be entitled

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68

to appoint a member to the Executive Committee; provided further, however, that
in the event that the Percentage Interest held by GMPTS shall fall below nine
and 9/10ths percent (9.9%), GMPTS shall no longer be entitled to appoint a
member to the Executive Committee. In the event that TG (and T-Co) or GMPTS is
no longer entitled to appoint a member of the Executive Committee, then the
number of members of the Executive Committee that TREIT may appoint shall
increase accordingly, such that there shall in all events be three (3) members
of the Executive Committee. Each of GMPTS, TG (or T-Co, as TG and T-Co shall
determine from time to time), and TREIT shall have the power to at any time
remove with or without cause the member of the Executive Committee appointed by
it by delivering written notice of such removal to the Partnership Committee
and to the other members of the Executive Committee. Any member of the
Executive Committee who ceases to be a member of the Partnership Committee
shall automatically and simultaneously cease to be a member of the Executive
Committee. Vacancies for whatever reason (other than because of a reduction in
the number of members an Appointing Person may appoint) on the Executive
Committee shall be filled by the party who appointed the Executive Committee
member previously holding the position that is then vacant.
(b) The Executive Committee shall meet on a regular basis by telephone
conference or by other means of communication acceptable to the Executive
Committee, or at the principal office of the Partnership or at such other place
as shall be agreed to from time to time by all of the members of the Executive
Committee. The Executive Committee shall meet on the call of any member on not
less than forty-eight (48) hours notice (unless said notice is or shall have
been waived or the Executive Committee shall have otherwise agreed). The
Executive Committee may act without a meeting if the action taken is consented
to in advance, or subsequently ratified, in writing by all of the members of
the Executive Committee. Each Executive Committee member shall be entitled to
cast one (1) vote with respect to any decision to be made by the Executive
Committee. The presence, in person or by telephone conference or by other
means of communication acceptable to the Executive Committee, of all three (3)
members of the Executive Committee, shall be necessary and sufficient to
constitute a quorum for the purpose of taking any actions, including a
Conflicting Interest Transaction or Matter, to be taken by the Executive
Committee. The concurrence of all three (3) members of the Executive
Committee shall be required for any action by the

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Executive Committee; provided, however, that in the event a member or members
of the Executive Committee shall have a Conflicting Interest with respect to a
Relevant Transaction or a Relevant Matter, the concurrence of all three (3)
members of the Executive Committee after either (i) a Conflicting Interest
Disclosure to them, or (ii) a determination by the Qualified Committee
Member(s) that such Relevant Transaction or the Relevant Matter, judged
according to the circumstances at the Time of the Commitment, is fair to the
Partnership, shall be required for any action by the Executive Committee;
provided further, however, that with respect to a Conflicting Interest
Transaction or Matter, action may also be taken by the Executive Committee,
after a Recusal by any member(s), upon the concurrence of the remaining members
of the Executive Committee. Subject to Section 6.2(c) hereof, any action on
the part of the Executive Committee taken in the manner provided in the
foregoing sentence shall be binding on all Partners for all such matters and
purposes. In any event, and with respect to any action, any member of the
Executive Committee (including a Committee Member with a Conflicting Interest),
may require that such action be taken not by the Executive Committee but by the
Partnership Committee.
The Executive Committee shall report at every meeting of the Partnership
Committee, and shall promptly advise the Managing General Partner and the
Partnership Committee in writing of all actions by the Executive Committee.
The Executive Committee may, upon the concurrence of all three (3) members of
the Executive Committee, call for a meeting of the Partnership Committee upon
three (3) Days' prior notice to the members of the Partnership Committee.
(c) Notwithstanding anything to the contrary contained in this Agreement,
the Executive Committee shall not have the power to take, make or give, as
applicable, any action, decision, determination, designation, direction,
appointment, consent, approval, selection, resolution, or the like in
connection with any of the following:
(i) selling, exchanging, transferring, or otherwise disposing of a
Regional Center or a Regional Center Interest;

(ii) amending, extending, or terminating the Incentive Option Plan
or the Master Services Agreement;

(iii) approving the Annual Budget for any Partnership Fiscal Year;

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(iv) acquiring a Regional Center or a Regional Center Interest;

(v) removing or selecting accountants of the Partnership;

(vi) liquidating and winding up the business of the Partnership in
accordance with Section 1.5 and Article XI hereof;

(vii) amending this Agreement; and

(viii) taking any action set forth in clauses (i) through (vii) of
the definition of "Bankrupt" as set forth in Article II hereof in respect
of the Partnership or of an Owning Entity.

(d) Each member of the Executive Committee shall be entitled to reasonable
expenses, if any, for acting as a member of the Executive Committee and for
attendance at any meeting of the Executive Committee, but shall be entitled to
no compensation from the Partnership. Nothing herein contained shall be
construed to preclude any member of the Executive Committee from serving the
Partnership or any Affiliate of the Partnership in any other capacity and
receiving compensation therefor from the Partnership.

Section 6.3 Authority and Appointment of and Authorized Action by the
Compensation Committee.
(a) The Partnership Committee shall, by resolution, establish a
Compensation Committee to approve the compensation of any employee of the
Manager who is also at such time a member of the Partnership Committee or an
AAT Affiliate, and administer a program whereby the Partnership shall from time
to time, and without the consent of any Partner, grant to employees of TTC
options (the "Incentive Options") to acquire limited partner Partnership
Interests at an exercise price (the "Exercise Price") equal to the fair market
value of such Partnership Interests on the date of the grant of the Incentive
Options, as determined in accordance with the formula set forth in the
Incentive Option Plan, a copy of which is attached hereto as Exhibit B, and
which Incentive Option Plan is hereby ratified, confirmed, approved, and agreed
to. After review of recommendations made by T-Co, the Compensation Committee
may, from time to time, in accordance with the Incentive Option Plan, cause the
Managing General Partner to direct the Partnership to issue the Incentive
Options to employees of TTC. The Partnership Committee, from time to time, may
amend the Incentive Option Plan (including the number or amount of Incentive
Options and Partnership Interests that may be issued under the Incentive Option
Plan). The Partners acknowledge their having

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71

agreed to an initial grant of Incentive Options pursuant to the Incentive
Option Plan, in those amounts, and for an Exercise Price (which Exercise Price
is equal to the fair market value of such Partnership Interests on the
Contribution Date) set forth on Schedule I attached hereto.
(b) For so long as T-Co has an interest in the Person that is the Manager,
the Compensation Committee shall consist of four (4) members of the Partnership
Committee. Each of GMPTS and TREIT shall have the right to appoint two (2)
members of the Compensation Committee; provided, however, that in the event
that GMPTS is entitled to appoint only one (1) member of the Partnership
Committee, GMPTS shall be entitled to appoint only one (1) member of the
Compensation Committee, and the number of members that TREIT shall have the
right to appoint shall be increased to three (3); provided further, however,
that in the event that GMPTS is no longer entitled to appoint any member of the
Partnership Committee, GMPTS shall no longer be entitled to appoint any member
of the Compensation Committee, and the number of members that TREIT shall have
the right to appoint shall be increased to four (4). Each of GMPTS and TREIT
shall have the power at any time to remove for or without cause any member of
the Compensation Committee appointed by it by delivering written notice of such
removal to the Partnership Committee and to the other members of the
Compensation Committee. Any member of the Compensation Committee who ceases to
be a member of the Partnership Committee shall automatically and simultaneously
cease to be a member of the Compensation Committee. Vacancies for whatever
reason (other than because of a reduction in the number of members an
Appointing Person may appoint) on the Compensation Committee shall be filled by
the party who appointed the Compensation Committee member previously holding
the position that is then vacant. A majority of the members of the
Compensation Committee, present in person or by telephone conference or by
other means of communication acceptable to the Compensation Committee, shall be
necessary and sufficient to constitute a quorum for the purpose of taking any
action by the Compensation Committee. The concurrence of a majority of the
members of the Compensation Committee shall be required for any action of the
Compensation Committee.

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In the event that T-Co no longer has an interest in the Person that is the
Manager, the Compensation Committee shall consist of three (3) members of the
Partnership Committee, and the appointment of members to the Compensation
Committee, the casting of votes by such members, and the filling of vacancies
on the Compensation Committee shall follow the procedures set forth in Section
6.2 hereof in respect of the Executive Committee.
(c) The Compensation Committee shall meet by telephone conference or by
other means of communication acceptable to the Compensation Committee, or at
the principal office of the Partnership or at such other place as shall be
agreed to by all of the members of the Compensation Committee in order to
administer the provisions of the Incentive Option Plan and to grant the
Incentive Options. The Compensation Committee shall meet on the call of any
member upon seven (7) Days' prior notice to the other members. The
Compensation Committee shall promptly advise the Managing General Partner and
the Partnership Committee of all actions by the Compensation Committee.
(d) Each member of the Compensation Committee shall be entitled to
reasonable expenses, if any, for acting as a member of the Compensation
Committee and for attendance at any meeting of the Compensation Committee, but
shall be entitled to no compensation from the Partnership. Nothing herein
contained shall be construed to preclude any member of the Compensation
Committee from serving the Partnership or any Affiliate of the Partnership in
any other capacity and receiving compensation therefor from the Partnership.

Section 6.4 Additional Limitations on Authority of the Managing General
Partner, the Partnership Committee and the Executive Committee;
Delegation of Authority.
(a) Notwithstanding anything to the contrary contained in this Agreement,
the Partnership shall operate in such a manner and the Partnership shall take
or omit to take all actions as may be necessary so as (i) to permit the
Partnership to satisfy the requirements of a "real estate operating company"
(as defined by Department of Labor Regulations 29 C.F.R. Section 2510.3-101),
as such requirements exist and as such provisions may be amended from time to
time, or corresponding provisions of succeeding law, and (ii) to prevent the
occurrence of a "prohibited transaction" (as defined in Section 4975(c) of the
Code or Section 406 of ERISA).

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(b) In addition to the foregoing, for so long as GMPTS or any transferee
of a Partnership Interest that is described in clause (i), (ii) or (iii) of the
definition of "Qualified Institutional Transferee" or that is a QIT Entity
consisting solely of (and for so long as such QIT Entity consists solely of)
entities described in clause (i), (ii) or (iii) of the definition of "Qualified
Institutional Transferee" holds a Percentage Interest equal to at least nine
and 9/10ths percent (9.9%), then without the approval of every member of the
Partnership Committee, no action (including any action which causes the
Partnership to violate the "acquisition indebtedness" limitations of Section
514(c)(9) of the Code) shall be approved or taken on behalf of the Partnership,
as provided in the second paragraph of Section 3.1 hereof, that would give rise
to the realization of taxable income that is UBTI to GMPTS or such transferee
except for (1) any UBTI that is realized by GMPTS or such transferee as a
result of the Partnership's activities and obligations as such activities and
obligations exist on the Contribution Date; provided, however, that (x) in the
event that the amount determined pursuant to this clause (1) decreases as a
result of a change in the Partnership's activities and obligations, the amount
determined pursuant to this clause (1) shall be such decreased amount, and (y)
in addition, the Partnership shall use its Best Efforts to amend the
partnership agreement of each Owning Entity so that the allocations of Profits,
Losses and items thereof contained in each such partnership agreement meet all
of the technical substantial economic effect requirements of Section 704(b) of
the Code and the Regulations as of a date no later than the Contribution Date,
and (2) any action (other than an action which causes the Partnership to
violate the "acquisition indebtedness" limitations of Section 514(c)(9) of the
Code) which does not cause the aggregate taxable income to the Partnership that
is UBTI, without regard and in addition to those amounts described in clause
(1) hereof, to exceed in any Partnership Fiscal Year, one percent (1%) of the
gross receipts of the Regional Centers for the last completed Partnership
Fiscal Year.
(c) The Managing General Partner and each Committee may delegate any of
its powers hereinbefore, hereinafter, or by law provided or conferred to one
(1) or more Persons, or designate one (1) or more Persons to do or perform
those matters to be done or performed by the Managing General Partner or a
Committee.

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(d) The Partners, by their execution and delivery of this Agreement,
irrevocably authorize the Managing General Partner, each Committee, and any
Person or Persons designated or delegated by the Managing General Partner or a
Committee, to do any act that the Managing General Partner or such Committee,
has the right, power, and authority to do under the provisions of this
Agreement, without any other or subsequent authorizations, approvals, or
consents of any kind. No Person dealing with the Partnership shall be required
to investigate or inquire as to the authority of the Managing General Partner,
a Committee, and any Person or Persons designated or delegated by the Managing
General Partner or a Committee to exercise the rights, powers, and authority
herein (or by resolution of the Partnership Committee with respect to the
Executive Committee) conferred upon them. Any Person dealing with the
Partnership shall be entitled to rely upon any action taken by the Managing
General Partner or a Committee, and any Person or Persons designated or
delegated by the Managing General Partner or a Committee, and the Partnership
shall be bound thereby. Any Person dealing with the Partnership shall be
entitled to rely upon any document or instrument executed and delivered by a
Person or Persons designated by the Managing General Partner or a Committee,
and the Partnership shall be bound thereby. No purchaser of any property or
interest owned by the Partnership, or lender, or Third Party in respect of any
matter shall be required to determine the sole and exclusive authority of the
Person or Persons designated or delegated by the Managing General Partner or a
Committee to execute and deliver on behalf of the Partnership any such
instrument of transfer or security, or to see to the application or
distribution of revenues or proceeds paid or credited in connection therewith.
(e) Notwithstanding any other provision of this Article VI, if any
Partnership Committee Action would otherwise give rise to a "prohibited
transaction" (as defined in Section 4975(c) of the Code or Section 406 of
ERISA) pursuant to 29 C.F.R. 2509.75-2(c) by virtue of the power of appointees
of GMPTS, T-Co, and TG to cause such Partnership Committee Action, then the
concurrence of at least one member of the Partnership Committee appointed by
TREIT shall be required for such Partnership Committee Action.

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Section 6.5 Annual Budget; Notices.
Pursuant to the Master Services Agreement, the Manager is required to
prepare and submit to the Partnership Committee for approval, prior to the
beginning of each Partnership Fiscal Year, an annual development budget (the
"Annual Development Budget"), and an annual operating budget (the "Annual
Operating Budget") for the Partnership, which shall reflect a reasonable
estimate of the proposed operations (including development) and expenses of the
Partnership for such Partnership Fiscal Year, and which shall include the
Required Distribution Amount for such Partnership Fiscal Year and any annual
business plan, leasing plan or similar materials required of the Manager under
the Master Services Agreement. (The Annual Development Budget and the Annual
Operating Budget are referred to together as the "Annual Budget".)
In addition to the foregoing, pursuant to the Master Services Agreement,
the Manager will be engaged to: (i) advise the Managing General Partner and the
Partnership Committee by written notice (an "Additional Required Amount
Notice"), not less than seven (7) Days prior to the next regular meeting of the
Partnership Committee, of the Additional Required Amount with respect to any
capital gain transaction of the Partnership that shall have been closed for
federal income tax purposes after the last regular meeting of the Partnership
Committee but prior to the time of such Additional Required Amount Notice (for
this purpose, any Additional Required Amount with respect to a capital gain
transaction that shall have closed for federal income tax purposes during the
period commencing on the date of the Additional Required Amount Notice and
prior to the next regular meeting of the Partnership Committee shall be deemed
to have closed on the Day immediately following such Partnership Committee
meeting), (ii) after a TREIT Information Notice in respect of a Tax Adjustment
Amount, advise the Managing General Partner and the Partnership Committee by
written notice (a "Tax Adjustment Notice") not less than ten (10) Days prior to
the first regular meeting of the Partnership Committee for the Partnership
Fiscal Year (but in any event not less than ten (10) Days prior to TREIT's
first regular dividend date), of the Tax Adjustment Amount for such Partnership
Fiscal Year, (iii) after a TREIT Information Notice, in respect of a Minimum
Distribution Amount Adjustment, not later than December 1 of each Partnership

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Fiscal Year, advise the Managing General Partner and the Partnership Committee,
by written notice (a "Minimum Distribution Amount Adjustment Notice") of the
Minimum Distribution Amount Adjustment for such Partnership Fiscal Year, and
(iv) after a TREIT Information Notice, in respect of TREIT's obligation to
declare and pay a deficiency dividend pursuant to Section 860(f)(1) of the Code
as a result of a determination (as defined in Section 860(e) of the Code),
advise the Managing General Partner and the Partnership Committee, by written
notice (the "Deficiency Dividend Notice") of the Deficiency Dividend for such
Partnership Fiscal Year.

Section 6.6 Standard of Conduct.
(a) Except as otherwise permitted by Article VII hereof with respect to
Partners (and their respective constituents and Affiliates) and Committee
Members on behalf of Partners (and their respective constituents and
Affiliates), each Committee Member, each Partner, each officer, and each Person
designated or delegated by a Committee or a Partner, shall discharge its or his
respective duties as a Committee Member, a Partner, an officer, or a designee
or delegate of a Committee or of a Partner or of an officer in a manner it or
he reasonably believes to be in or not opposed to the best interests of the
Partnership, as an entity distinct from the individual interests of the
respective Partners; and in a manner consistent with the fiduciary duties of
care and loyalty imposed upon directors of a corporation formed from time to
time under the laws of the State of Delaware as such duties are set forth in
the General Corporation Law of the State of Delaware and construed by the
courts of the State of Delaware. For purposes hereof, acting in a manner which
furthers compliance with the provisions of Section 3.4 and Section 6.4 hereof
shall be deemed to be acting in the best interest of the Partnership and
consistent with the aforesaid duties of care and loyalty.
(b) Each Committee, each Committee Member, each Partner, each officer, and
each Person or Persons designated or delegated by a Committee, a Committee
Member, a Partner, or an officer, shall, in the performance of its or his
duties, be fully protected in relying in good faith upon the records of the
Partnership and upon such information, opinions, reports, or statements
presented to such Committee, such Committee Member, such Partner, such

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officer, or such Person or Persons designated or delegated by a Committee, a
Committee Member, a Partner, or an officer, as applicable, by any Person
(including, without limitation, legal counsel and public accountants) as to
matters that such Committee, such Committee Member, such Partner, such officer,
or such Person or Persons designated or delegated by a Committee, a Committee
Member, a Partner, or an officer, as applicable, reasonably believes are within
such Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Partnership, such Committee, such
Committee Member, such Partner, such officer, or such Person or Persons
designated or delegated by a Committee, a Committee Member, a Partner, or an
officer.

Section 6.7 Conflicting Interest Disclosure or Recusal.
Each Committee Member who has a Conflicting Interest with respect
to a Relevant Transaction or Relevant Matter shall have the obligation to
either (i) excuse himself from participating in any Partnership Committee
Action and from being present at any presentation or discussion (a "Recusal")
in respect of any potential Partnership Committee Action with respect to such
Relevant Transaction or Relevant Matter, or (ii) provide the Partnership
Committee or the Executive Committee, as the case may be, with a
Conflicting Interest Disclosure prior to any proposed Partnership Committee
Action or presentation or discussion in respect of any potential Partnership
Committee Action with respect to such Relevant Transaction or Relevant Matter.

Section 6.8 Master Services Agreement and Corporate Services Agreement;
Engagement of Partners' Affiliates.
The Managing General Partner, with the approval or at the direction
of the Partnership Committee, shall manage and perform, or employ or
engage others, including one or more Affiliates of a Partner (e.g., TTC), to
manage and perform all activities and services in furtherance of the purposes
of the Partnership including, without limitation, seeking Development
Opportunities, and Regional Centers, and further including without limitation,
all activities and services in respect of Development Opportunities, all
activities and services in respect of the expansion, reconstruction, repair,
renovation, or alteration of Regional Centers and/or the development of any
Peripheral Property, and all other activities and

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services in respect of the management, administration, leasing, financing,
refinancing, development, improvement, acquisition and disposition of Regional
Centers. The Partnership, on the Contribution Date, shall enter into the
Master Services Agreement in the form attached hereto as Exhibit A for an
initial term of five (5) years (to be renewed for consecutive three (3) year
terms upon the consent of the Managing General Partner, with the approval or at
the direction of the Partnership Committee). In addition, the Partnership may
provide in the partnership agreement or other agreement forming or covering an
Owning Entity or in separate agreements entered into between an Owning Entity
and TTC, which agreements may include an Owning Entity Agreement, for such
terms, provisions, and conditions, and compensation to TTC, all in respect of
the activities of TTC for the benefit of a Development Opportunity or a
Regional Center, as shall be determined by the Managing General Partner, with
the approval or at the direction of the Partnership Committee, and TTC or as
shall be available pursuant to negotiations with Third Parties having an
interest in such Development Opportunity or Regional Center. The compensation
to be paid to TTC, as applicable, as well as all reimbursements for or in
respect of services rendered to the Partnership shall be as provided in the
Master Services Agreement, an Owning Entity Agreement, or other applicable
agreement forming or covering an Owning Entity. The Partnership hereby
authorizes TREIT to enter into the Corporate Services Agreement, a copy of
which is attached hereto as Exhibit D, pursuant to which TREIT may engage TTC
to assist with, implement and effect the actions to be taken by TREIT as the
Managing General Partner, and to do or perform those matters to be done or
performed by TREIT as the Managing General Partner in accordance with the terms
and provisions of this Agreement.

Section 6.9 Absence of Authority of Limited Partners.
The Limited Partners, as such, shall take no part in, nor have the
right to take part in, nor interfere in, nor have the right to interfere or
participate in, in any manner, the conduct or control of the business of the
Partnership or have any right or authority to act for or on behalf of the
Partnership. However, in the event of a conversion by T-Co, GMPTS, or any
GMPTS Transferee of all or any portion of its Partnership Interest as a general
partner, to a Partnership Interest as a limited partner pursuant to Section
8.5(a) hereof, such limited

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partner shall retain the right, subject to the terms of this Agreement, to
appoint members to the Committees.

Section 6.10 Fidelity Bonds and Insurance.
The Partnership shall obtain fidelity bonds with reputable surety
companies, covering all Persons having access to the Partnership funds,
indemnifying the Partnership against loss resulting from fraud, theft,
dishonesty, and other wrongful acts of such Persons. The Partnership shall
carry or cause to be carried on its behalf, with companies and in amounts
determined by the Managing General Partner, with the approval or at the
direction of the Partnership Committee, all property, liability, and workers'
compensation insurance as shall be required under applicable mortgages, leases,
agreements, and other instruments and statutes by which the Partnership or its
properties are bound, as well as such additional insurance and coverages as the
Managing General Partner, with the approval or at the direction of the
Partnership Committee, shall from time to time propose or approve.

Section 6.11 Execution of Legal Instruments.
All legal instruments affecting the Partnership or Partnership property
need be executed by, and only by, that Person or those Persons (who need not be
Partners) designated in writing by the Managing General Partner or the
Partnership Committee, and such designated Person's(s') signature(s) shall be
sufficient to bind the Partnership and its properties.

Section 6.12 Indemnity and Reimbursement; Advancement of Expenses and
Insurance.
(a) To the fullest extent permitted by law, the Partnership shall and does
hereby indemnify, defend, and hold harmless each Indemnified Person from any
claim, demand, or liability, and from any loss, cost, or expense including,
without limitation, attorneys' fees and court costs, which may be asserted
against, imposed upon, or suffered by such Indemnified Person by reason of any
act performed for or on behalf of the Partnership, or in furtherance of the
Partnership's business, to the extent authorized hereby, or by reason of any
omission provided that such Indemnified Person acted in accordance with the
standard of conduct specified in Section 6.6(a) hereof, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe its or
his conduct was unlawful, and provided further that no indemnification shall
be made in respect of any claim, demand, or liability, or for any loss,

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cost, or expense, as to which such Indemnified Person shall have been adjudged
to be liable to the Partnership unless and only to the extent that a court
shall determine, despite the adjudication of liability but in view of all the
circumstances of the case, such Indemnified Person is fairly and reasonably
entitled to indemnity. Each Indemnified Person shall not have any personal
liability to the Partnership or its Partners for monetary damages for breach of
fiduciary duty except (i) for a breach of a duty of loyalty, or (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
Knowing violation of law. Any indemnity under this Section 6.12(a) shall be
provided out of and to the extent of Partnership assets only, and only with
respect to amounts actually and reasonably incurred, and no Partner shall have
any personal liability on account thereof.
(b) Expenses (including attorneys' fees) incurred by an Indemnified Person
in defending any civil, criminal, administrative or investigative action, suit,
or proceeding relating to any action or omission in respect of the Partnership
shall be paid by the Partnership in advance of the final disposition of the
action, suit, or proceeding upon receipt of an undertaking by or on behalf of
such Indemnified Person to repay such amount if it is ultimately determined
that such Indemnified Person is not entitled to be indemnified by the
Partnership.
(c) The Partnership may purchase and maintain insurance, as determined by
the Managing General Partner, with the approval or at the direction of the
Partnership Committee, in respect of each Indemnified Person against any
liability relating to any act or omission in respect of the Partnership,
whether or not the Partnership may indemnify such Indemnified Person against
such liability.
(d) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 6.12 shall survive the liquidation,
dissolution and termination of the Partnership and the termination of this
Agreement, shall continue as to any Person who has terminated his relationship
with the Partnership and shall inure to the benefit of such Person's heirs,
executors and administrators and shall, to the extent permitted by the
Partnership Law, be binding on the Partnership's successors and assigns.

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81

Section 6.13 Tax Matters Partner.
(a) As used in this Agreement, "Tax Matters Partner" has the meaning set
forth in Section 6231(a)(7) of the Code. The Managing General Partner is
hereby designated Tax Matters Partner for the Partnership; provided, however,
that the Managing General Partner shall not bind the Partnership or any Partner
without the prior written consent of the Partnership Committee. The Tax
Matters Partner shall comply with the requirements of Sections 6221 through
6233 of the Code applicable to a Tax Matters Partner. The Managing General
Partner shall keep the Partnership Committee timely informed of all actions
taken by it and correspondence received by it in its capacity as a Tax Matters
Partner. To the fullest extent permitted by law, the Partnership shall and
does hereby indemnify, defend, and hold harmless the Tax Matters Partner from
any claim, demand, or liability, and from any loss, cost, or expense including,
without limitation, attorneys' fees and court costs, which may be asserted
against, imposed upon, or suffered by the Tax Matters Partner by reason of any
act performed for or on behalf of the Partnership in its capacity as Tax
Matters Partner to the extent authorized hereby, or by reason of any omission,
except acts or omissions not in good faith or which involve intentional
misconduct or a Knowing violation of law. Any indemnity under this Section
6.13(a) shall be provided out of and to the extent of Partnership assets only,
and only with respect to amounts actually and reasonably incurred, and no
Partner shall have any personal liability on account thereof. The indemnity
provided in this Section 6.13 shall survive the liquidation, dissolution, and
termination of the Partnership and the termination of this Agreement and shall,
to the extent permitted by the Partnership Law, be binding on the Partnership's
successors and assigns.
(b) The Tax Matters Partner shall have a continuing obligation to provide
the Internal Revenue Service with sufficient information so that proper notice
can be mailed to all Partners as provided in Section 6223 of the Code, provided
that each Partner shall furnish the Tax Matters Partner with all such
information (including information specified in Section 6230(e) of the Code) as
is required with respect to such Partner for such purpose.

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82

VII.
OTHER VENTURES.

(a) Subject to paragraph (b) and paragraph (c) of this Article VII, the
Partners acknowledge and agree that each of them and each Committee Member and
their respective constituents and Affiliates may have interests in other
present or future ventures, of whatever nature, including real estate, and
further including without limitation, ventures that are competitive with the
Partnership and that, notwithstanding its status as a Partner in the
Partnership, or as a Committee Member, a Partner, a Committee Member, their
respective constituents and Affiliates shall be entitled to obtain and/or
continue their respective individual participation in all such ventures without
(i) accounting to the Partnership or the other Partners for any profits with
respect thereto, (ii) any obligation to advise the other Partners or Committee
Members of business opportunities for the Partnership which may come to its or
its constituents' or Affiliates' attention as a result of its or its
Affiliates' or constituents' participation in such other ventures or in the
Partnership, and (iii) being subject to any claims whatsoever on account of
such participation.
(b) Notwithstanding paragraph (a) of this Article VII, (i) until (A) the
termination of TTC as the Manager pursuant to the Master Services Agreement or
(B) the loss of Control, Directly or Indirectly (other than through an
assignment which constitutes a breach of the Master Services Agreement), of the
Manager by Restricted AAT Affiliates, Restricted AAT Affiliates shall not,
other than through an interest, Direct or Indirect, in the Partnership or TTC,
acquire, own, manage or develop any Other Retail Property or Other Retail
Opportunity except indirectly (but subject to the second proviso set forth
below) through ownership of a Person that is not Primarily Engaged, and shall
not, other than through an interest, Direct or Indirect, in the Partnership or
TTC, acquire or own Other Retail Interests in a private or public entity which
is Primarily Engaged; provided, however, that with respect to any public entity
that is Primarily Engaged, the acquisition of an interest which shall not
exceed five percent (5%) in the aggregate held by all Restricted AAT Affiliates
of the outstanding Equity Securities of such entity shall be permitted; and
provided further, however, that with respect to any private entity in which
Restricted AAT Affiliates shall have acquired Control and that

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Restricted AAT Affiliates would, but for the fact that such entity is not
Primarily Engaged, be precluded from owning pursuant to the provisions of this
Article VII, Restricted AAT Affiliates shall make all reasonable efforts to
enable the Partnership (for a full and fair consideration and without tax cost
to such private entity and to the extent permitted by agreements to which such
private entity or the Other Retail Property or Other Retail Properties is or
are subject) to acquire such Other Retail Property or Other Retail Properties
from such private entity; (ii) until any Committee Member who is an active
employee of the Manager and who is not a Restricted AAT Affiliate terminates
his position as an officer or employee of the Manager or T-Co, such individual
shall not, directly or through a Restricted Affiliate of such individual,
acquire, own, manage or develop any Other Retail Property or Other Retail
Opportunity except indirectly (but subject to the second proviso set forth
below) through ownership of a Person that is not Primarily Engaged, and shall
not, directly or through a Restricted Affiliate of such individual, acquire, or
own Other Retail Interests in a private or public entity which is Primarily
Engaged; provided, however, that with respect to any public entity that is
Primarily Engaged, the acquisition of an interest which shall not exceed five
percent (5%) in the aggregate held by such individual and such individual's
Restricted Affiliates of the outstanding Equity Securities of such entity shall
be permitted; and provided further, however, that with respect to any private
entity in which such individual (and such individual's Restricted Affiliates)
shall have acquired a Controlling interest and that such individual (and such
individual's Restricted Affiliates) would, but for the fact that such entity is
not Primarily Engaged, be precluded from owning pursuant to the provisions of
this Article VII, such individual and/or such individual's Restricted
Affiliates shall make all reasonable efforts to enable the Partnership (for a
full and fair consideration and without tax cost to such private entity and to
the extent permitted by agreements to which such private entity or the Other
Retail Property or Other Retail Properties is or are subject) to acquire such
Other Retail Property or Other Retail Properties from such private entity.

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(c) Notwithstanding paragraph (a) of this Article VII, for so long as
TREIT is a Partner, TREIT shall not, Directly or Indirectly other than through
its Partnership Interest, manage or develop any Other Retail Property or Other
Retail Opportunity, and shall not, Directly or Indirectly other than through
its Partnership Interest, acquire, or own an ownership interest in any Other
Retail Property or Other Retail Opportunity, or acquire, or own any interest in
a private or public entity which is Primarily Engaged, unless the Partnership
shall have first been afforded the opportunity to manage or develop such Other
Retail Property or Other Retail Opportunity, or the opportunity to acquire such
ownership interest in such Other Retail Property or Other Retail Opportunity,
or to acquire such interest in a private or public entity which is Primarily
Engaged (any such opportunity to manage, develop or acquire is herein referred
to as a "Partnership Opportunity"), and the Partnership shall have determined
not to pursue such Partnership Opportunity, all in accordance with the
following procedures. As soon as practicable after TREIT first becomes aware
of a Partnership Opportunity it shall, by written notice to the Partnership
Committee and the Manager (a "Partnership Opportunity Notice"), make full and
accurate disclosure of all material facts relevant to such Partnership
Opportunity, including, without limitation, all documentation relating thereto.
The Partnership shall have the absolute right to pursue such Partnership
Opportunity, as set forth in the Partnership Opportunity Notice, upon such
terms and provisions as it determines to be appropriate. The Partnership
shall, within sixty (60) Days after receipt of a Partnership Opportunity
Notice, specify in a notice (an "Opportunity Exercise Notice") to TREIT,
whether or not it desires to pursue the Partnership Opportunity. Failure to
give an Opportunity Exercise Notice within sixty (60) Days after receipt of a
Partnership Opportunity Notice shall constitute an election not to pursue the
Partnership Opportunity. If the Partnership determines to pursue a Partnership
Opportunity, and so long as the Partnership does in fact pursue such
Partnership Opportunity, the Partnership shall have the sole and exclusive
right and authority to pursue such Partnership Opportunity, and TREIT shall
have no further right to pursue such Partnership Opportunity for its own
account. In the event that the Partnership determines not to pursue a
Partnership Opportunity, TREIT may pursue such Partnership Opportunity for its
own account, and without accounting to the Partnership or the other Partners
with respect thereto.

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VIII.
TRANSFERS OF UNITS OF PARTNERSHIP INTEREST;
SUBSTITUTION OF PARTNERS; ADDITIONAL PARTNERSHIP INTERESTS;
CONVERSION OF PARTNERSHIP INTERESTS.

Section 8.1 Transfers.
(a) No Partner may Transfer all or any portion of its Partnership Interest
or, if such Partner is an entity (other than TREIT and other than a Qualified
Institutional Transferee that is not a QIT Entity), permit a Transfer of an
interest in such Partner, to any Person except as specifically permitted in
this Article VIII.
(b) A Partner (other than TREIT) may Transfer all or any portion of its
Partnership Interest (but not less than one (1) Unit of Partnership Interest)
to any other Partner, or to one (1) or more members of such Partner's Immediate
Family, or to a Family Trust, or to any Qualified Institutional Transferee, or
to an entity consisting of or owned entirely by one (1) or more of the
foregoing Persons, or to the Partnership, or, in the event that a Partner is a
partnership or other entity (other than TREIT and other than a Qualified
Institutional Transferee that is not a QIT Entity), to one (1) or more of the
constituent partners or owners of such Partner or other entity, or to one (1)
or more members of the respective Immediate Families or Family Trusts of the
constituent partners or owners of such Partner or other entity, or to any
Qualified Institutional Transferee, or to an entity consisting of or owned
entirely by one (1) or more of the foregoing Persons, or to the Partnership,
provided that, in each case, the Partnership Committee has determined by
written notification (a "Transfer Determination"), to the transferring Partner,
which Transfer Determination shall not be unreasonably withheld and shall be
deemed given if not refused within three (3) Business Days of the date of
notice thereof to the Partnership in the event of a Transfer to TREIT, or
within seven (7) Business Days of the date of notice thereof to the Partnership
in all other events, that either (A) such Transfer will not cause (i) any
lender of the Partnership or an Owning Entity to hold in excess of ten percent
(10%) of the Percentage Interests or any other percentage of the Percentage
Interests that would, pursuant to the Regulations under Section 752 of the Code
or any successor provision, cause a loan by such lender to constitute Partner
Nonrecourse Debt, [THE AMENDMENT DELETED THE FOLLOWING PROVISION: (ii) a
Transfer of a Partnership

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Interest the value of which would have been less than Twenty Thousand Dollars
($20,000) when issued,] (iii) the Partnership to become, with respect to GMPT
or a GMPTS Transferee, a "party in interest" (as defined in Section 3(14) of
ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code),
or (iv) a violation of any partnership agreement or other document forming or
governing an Owning Entity, or (B) the Partnership Committee has determined to
waive one (1) or more or all of such requirements in its reasonable discretion,
after having determined that the Transfer will not materially adversely affect
the Partnership, its assets or any Partner, or constitute a violation of the
Partnership Law, or any other law to which the Partnership or an Owning Entity
is subject.
In addition to the foregoing, in the event that a Partner is a partnership
or other entity (other than TREIT and other than a Qualified Institutional
Transferee that is not a QIT Entity), such Partner may permit a Transfer of an
interest in such Partner to any constituent partner or owner of such Partner,
to one (1) or more members of any constituent partner's or owner's Immediate
Family or a Family Trust with respect to any constituent partner or owner, or
to any Qualified Institutional Transferee, or to any Partner, provided that, in
each case, the Partnership Committee has made a Transfer Determination prior to
the proposed Transfer.
(c) TREIT may Transfer all or any portion of its Partnership Interest (but
not less than one (1) Unit of Partnership Interest) to, and only to, the
Partnership or to any other Partner(s) or to any Qualified Institutional
Transferee(s) provided that, in each and every case, (i) the Partnership
Committee has made a Transfer Determination prior to the proposed Transfer, and
(ii) TREIT retains at least a thirty percent (30%) Percentage Interest in the
Partnership. Notwithstanding anything to the contrary contained in this
Agreement, in the event of a Transfer (other than a Transfer to an existing
General Partner or to the Partnership) of a portion of TREIT's Partnership
Interest pursuant to this Section 8.1(c), such Partnership Interest (or a
portion thereof) shall immediately convert to a Partnership Interest as a
limited partner in the Partnership, which transferee, subject to the provisions
of Section 8.2 hereof, shall have and be subject to all of the rights,
obligations, restrictions, and attributes of a limited partner, all as
provided in this Agreement, but shall have no right to appoint any

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member to the Partnership Committee. Any right to appoint members to the
Partnership Committee shall in no event be transferable by TREIT to any Person
(including, without limitation, to an existing Partner or to the Partnership).
In the event of a conversion of a portion of TREIT's Partnership Interest
pursuant to this Section 8.1(c), without the approval, consent or act of any
Partner, the Managing General Partner may amend this Agreement, the Certificate
of Limited Partnership (if required by the Partnership Law), and any other
document determined by the Managing General Partner, with the approval or at
the direction of the Partnership Committee, to be necessary to reflect the
foregoing.
(d) Transfers of ownership interests in TREIT and in any Qualified
Institutional Transferee (other than a QIT Entity) as well as the change in a
trustee of any trust that is a Partner or of any trust that holds an interest
in any Partner may be made without restriction by the terms of this Agreement.
Without the approval, consent or act of any Partner, the Managing General
Partner may amend this Agreement, the Certificate of Limited Partnership (if
required by the Partnership Law), and any other document determined by the
Partnership Committee to be necessary to reflect any such Transfer or, if
necessary, change in trustee.
(e) In the event that the Partnership Committee is unable to provide a
Transfer Determination to a Partner in accordance with this Section 8.1, upon
request of such Partner, the Partnership Committee may provide a conditional
Transfer Determination (a "Conditional Transfer Determination"), which
Conditional Transfer Determination shall be subject to such terms and
conditions as the Partnership Committee shall determine and so state in the
Conditional Transfer Determination.

[THE AMENDMENT DELETED THE FOLLOWING PROVISION:
(f) Notwithstanding anything to the contrary contained in this Agreement,
(i) no Transfer of a portion of, or issuance of, a Partnership Interest the
value of which is (or would have been when issued) less than Twenty Thousand
Dollars ($20,000) shall be permitted, and (ii) in the event that a Transfer of
a portion of a Partnership Interest would cause the value of the remaining
Partnership Interest held by such Partner to be less than Twenty Thousand
Dollars ($20,000), or if the remaining Partnership Interest held by such
Partner would have had a value when issued of less than Twenty Thousand
Dollars ($20,000), determined in each

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case at the time of the proposed Transfer, such Partner shall be required to
Transfer its entire Partnership Interest, or no Transfer of such Partner's
Partnership Interest shall be permitted.]
(g) Any action contrary to the provisions of this Article VIII shall be
null and void and ineffective for all purposes.

Section 8.2 Substitution of Partners.
Regardless of compliance with any of the provisions hereof (including,
without limitation, the provisions of Section 8.1 and Article IX hereof)
permitting a Transfer of a Partnership Interest, no Transfer (except by way of
a Pledge) of a Partnership Interest shall be recognized by or be binding upon
the Partnership unless:

(i) such instruments as may be required by the
Partnership Law or other applicable law or to effect the
continuation of the Partnership and the Partnership's
ownership of its properties are executed and delivered and/or
filed;

(ii) the assignee delivers to the Partnership, a
Partnership Interest Certificate evidencing the number of
Units of Partnership Interest which are the subject of the
Transfer, together with a duly executed and acknowledged
written instrument of assignment, which instrument of
assignment binds the assignee to all of the terms and
conditions of this Agreement as if the assignee were a
signatory party hereto and does not release the assignor from
any liability or obligation (accrued to the date of Transfer)
of or in respect of the Partnership Interest which is the
subject of the Transfer;

(iii)the instrument of assignment is manually signed
by the assignee and assignor with such proof of authenticity
of the signatures as the Partnership Committee may reasonably
require; and

(iv) in the event that such assignee is not then a
Partner in the Partnership, the Partnership Committee shall
have consented (which consent may be withheld for any reason
or for no reason) in writing to the admission of the assignee
as a substitute partner (in respect of the Partnership
Interest acquired) in the Partnership.

An assignee of a Partnership Interest pursuant to a Transfer permitted in
this Agreement may, subject to the provisions of this Article VIII, be admitted
as a partner in the Partnership in the place and stead of the assignor Partner
in respect of the Partnership Interest acquired from the assignor Partner and
shall, except as otherwise specifically provided in this Agreement, have all of
the rights, powers, obligations, and liabilities, and be subject to all of the
restrictions, of the assignor Partner, including, without limitation, the
liability of the assignor Partner for any existing unperformed obligations of
the assignor Partner. In the event

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that a Partner pledges or proposes to pledge its Partnership Interest or any
portion thereof (but not less than one (1) Unit of Partnership Interest) in
connection with a financing transaction, such Partner may request that the
Partnership Committee consent in writing, at the time of the financing
transaction or in contemplation thereof, to the admission of a pledgee or
pledgees (or transferee(s) upon the foreclosure or like action in respect of
such Pledge) as a substitute partner(s) in the Partnership (which consent may
be withheld for any reason or for no reason). Each of the Partners, on behalf
of itself and its permitted successors and assigns, HEREBY AGREES AND CONSENTS
to the admission of any such substitute partners as herein provided.

Section 8.3 Failure or Refusal to Grant Consent.
(a) The Partnership Committee's failure or refusal to grant its consent to
the admission of an assignee as a substitute Partner in the Partnership as
provided in clause (iv) of Section 8.2 hereof, shall not affect the validity or
effectiveness of any such instrument as an assignment by the assignor to the
assignee of the right to receive the share of the Profits or Losses or other
items, or distributions from the Partnership, or the return of the contribution
to which such assignor would be entitled and which was thereby assigned,
provided that such assignor has received a Transfer Determination from the
Partnership Committee in accordance with Section 8.1(b) hereof in respect of
such Transfer, and a duly executed and acknowledged written instrument of
assignment in form reasonably satisfactory to the Partnership Committee, the
terms of which are not in contravention of any of the provisions of this
Agreement, and which terms shall contain appropriate indemnifications in favor
of the Partnership with respect to distributions and other matters as the
Partnership Committee may reasonably require, is filed with the Partnership;
provided, however, that the assignor shall continue to be a Partner for all
purposes of the Partnership, except that the assignee (and not the assignor)
shall be considered to hold the interest (and the related Units of Partnership
Interest) assigned for purposes of determining the right to appoint members of
each Committee, and for purposes of exercising all other rights of approval
under this Agreement.
(b) An assignee of any portion of or an interest in a Partnership Interest
(an "Assigned Interest") pursuant to a Transfer with respect to which a
Transfer Determination

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has been granted that has not, for any reason, been admitted as, or become, a
partner in the Partnership in the place and stead of an assignor Partner (the
"Original Assignor") in respect of the Assigned Interest, may, by prior written
notice to the Managing General Partner and the Partnership Committee, assign
the Assigned Interest, in accordance with and subject to the provisions of this
Article VIII, in all respects as if or with the same effect as if such assignee
were a Partner, and in the event that any subsequent assignee is admitted as a
substitute partner in accordance with and subject to Section 8.2 hereof, the
Original Assignor, simultaneously with such subsequent assignment, shall
Transfer all of its remaining right, title, and interest in the Partnership
Interest relating to the Assigned Interest, to the Partner acquiring the
Assigned Interest, which Partner shall act and be the partner in respect of the
Assigned Interest in the place and stead of the Original Assignor. Each
assignor Partner, on behalf of itself and its permitted successors and assigns,
hereby agrees to enter into an appropriate amendment to this Agreement, the
Certificate of Limited Partnership (if required by the Partnership Law), and
any other document determined by the Partnership Committee to be necessary to
reflect the foregoing.

Section 8.4 Issuance of Additional Interests to TREIT and Other Persons or of
Incentive Interests to Certain Persons.
(a) At any time after the Contribution Date and without the consent of any
Partner, the Partnership Committee may direct the Managing General Partner,
subject to a determination by the Partnership Committee in accordance with the
Transfer Determination provisions of Section 8.1(b) hereof in respect of the
issuance of additional Partnership Interests (so long as such provisions
relating to a Transfer Determination are applicable to such issuance), and
subject to a determination that such issuance will be in the best interests of
the Partnership, to cause the Partnership to issue additional Partnership
Interests in the Partnership to and, if desired, admit as a Partner in the
Partnership, any Person including TREIT (herein referred to as an "Additional
Interest") in exchange for the contribution to the Partnership by such Person
of development or other venture opportunities, interests in development or
other venture opportunities, regional shopping center developments, interests
in regional shopping center developments, cash, cash equivalents and/or other
assets, as

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determined by the Partnership Committee in accordance with Section 3.1 hereof.
In the event that an Additional Interest is issued by the Partnership pursuant
to this Section 8.4(a), such Additional Interest shall be provided by a
proportionate reduction in the Percentage Interests of all of the Partners.
The Managing General Partner, with the approval or at the direction of the
Partnership Committee, shall be authorized on behalf of each of the Partners to
amend this Agreement and the Certificate of Limited Partnership (if required by
the Partnership Law), to reflect the admission of an additional partner or an
increase in the Percentage Interest of a Partner, as applicable, and the
corresponding reduction in the Percentage Interests of the Partners.
(b) At any time after the Contribution Date and without the consent of any
Partner, the Compensation Committee may direct the Managing General Partner,
subject to a determination by the Compensation Committee in accordance with the
Transfer Determination provisions of Section 8.1(b) hereof in respect of the
issuance of additional Partnership Interests (so long as such provisions
relating to a Transfer Determination are applicable to such issuance), to cause
the Partnership to issue, pursuant to the Incentive Option Plan, Partnership
Interests (herein referred to as an "Incentive Interest") to and, if desired,
admit as Partners in the Partnership, Persons upon exercise of the Incentive
Options in exchange for the contribution to the capital of the Partnership of
the Exercise Price, in accordance with the Incentive Option Plan. The initial
grant of Incentive Options pursuant to the Incentive Option Plan shall be as
set forth on Schedule I hereto. In the event that any individual that is
granted an Incentive Option is not permitted to be a partner in the Partnership
as a result of clause (iv) of Section 8.1(b) hereof, and is not prohibited from
acquiring additional Equity Shares pursuant to the provisions of TREIT's
Articles of Incorporation, as the same may be amended from time to time, such
individual shall assign to TREIT its rights under the Incentive Option Plan in
exchange for Equity Shares prior to the actual issuance of such Partnership
Interest to such individual. In the event that an Incentive Interest is issued
by the Partnership pursuant to this Section 8.4(b), such Incentive Interest
shall be provided by a proportionate reduction in the Percentage Interests of
all of the Partners. The Managing General Partner, with the approval or at the
direction of the Compensation Committee, shall be authorized on

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92

behalf of each of the Partners to amend this Agreement and the Certificate of
Limited Partnership (if required by the Partnership Law), to reflect the
admission of an additional limited partner and the corresponding reduction in
the Percentage Interests of all of the Partners.

Section 8.5 Conversion of Partnership Interests.
(a) GMPT, or, in the case of a transfer to a GMPTS Transferee, such GMPTS
Transferee, shall, except as specifically provided in this Section 8.5, remain
a General Partner of the Partnership for a period of not less than three (3)
years after the Contribution Date. T-Co shall have no obligation to remain a
General Partner of the Partnership. T-Co, at any time, and GMPTS or any such
GMPTS Transferee, at any time after the third (3rd) anniversary of the
Contribution Date, may, without the consent of the Partnership Committee, or of
any Partner including the Managing General Partner, convert all, or any
portion, of its or their Partnership Interest(s) as a General Partner(s) to a
Partnership Interest(s) as a limited partner(s), which limited partner(s) shall
have and be subject to all of the rights, obligations, restrictions, and
attributes of a limited partner, all as provided in this Agreement but shall
retain all of those specific rights and attributes (including without
limitation the right to appoint Committee Members) provided T-Co, GMPTS, or a
GMPTS Transferee, as applicable, under this Agreement. Notwithstanding the
foregoing, immediately prior to a Transfer of all or any portion of its
Partnership Interest, GMPTS or any GMPTS Transferee, may at any time and
without the consent of the Partnership Committee or of any Partner including
the Managing General Partner, convert that portion (which may be all) of its
Partnership Interest as a General Partner that is to be transferred, to a
Partnership Interest as a limited partner, which limited partner shall have and
be subject to all of the rights, obligations, restrictions, and attributes of a
limited partner, all as provided in this Agreement but shall retain all of
those specific rights and attributes (including without limitation the right to
appoint Committee Members) provided GMPTS or a GMPTS Transferee, as applicable,
under this Agreement. In the event of a conversion of all or a portion of
T-Co's, GMPTS', or any GMPTS' Transferee's Partnership Interest pursuant to
this Section 8.5(a), the Managing General Partner may, without the approval,
consent or act of any Partner, amend this Agreement, the Certificate

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93

of Limited Partnership (if required by the Partnership Law), and any
other document determined by the Managing General Partner, with the approval of
the Partnership Committee or reasonably requested by T-Co, GMPTS, or any GMPTS
Transferee, as applicable, to be necessary to reflect the foregoing.
(b) TG and TREIT shall each remain a General Partner of the Partnership.
In the event that TREIT acquires all or a portion of the Partnership Interest
of a Limited Partner, such Partnership Interest shall, without any further
action, automatically convert to a general partner's Partnership Interest in
the Partnership; provided, however, that without the approval, consent or act
of any Partner, the Managing General Partner may amend this Agreement, the
Certificate of Limited Partnership (if required by the Partnership Law), and
any other document determined by the Managing General Partner, with the
approval of the Partnership Committee or reasonably requested by TREIT, to be
necessary to reflect the foregoing.

Section 8.6 No Change to TG Receivable Documents.
The approval of the Partnership Committee shall be required to amend the
TG Receivable Documents, to permit a Transfer, or a prepayment (in whole or in
part), of the TG Receivables or permit any Person to be released from liability
thereunder.

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IX.
WITHHOLDING.

If the Partnership is required by any state or federal law or regulation
to withhold tax attributable to allocations of Profits or items of the
foregoing or distributions to a Partner or if the Managing General Partner,
with the approval or at the direction of the Partnership Committee, in its
discretion, determines it to be in the best interest of the Partnership to
withhold amounts in connection with a Partner's tax liability (e.g., to file a
unified state income tax return for nonresidents of a particular state) (all
such amounts being herein referred to collectively as the "Additional Tax"),
any Additional Tax shall (i) be withheld from cash otherwise currently
distributable to such Partner, and (ii) to the extent cash is not distributable
to such Partner for the taxable period as to which such withholding is
required, be treated as a loan from the Partnership to such Partner, which loan
shall bear interest at the Partnership's cost of funds, and the portion of all
cash subsequently distributable to such Partner shall, to the extent of the
unpaid principal amount of, and the accrued interest on, such loan, be retained
by the Partnership and applied against such loan.
For the purpose of determining a Partner's Capital Account, any amount of
cash allocable to a Partner that is retained by the Partnership pursuant to
this Article IX shall be treated as if such cash had been actually distributed
to such Partner.

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X.
DISABLING EVENT OR EVENT OF WITHDRAWAL IN RESPECT
OF A PARTNER; SUCCESSION OF INTERESTS.

Section 10.1 Disabling Event or Event of Withdrawal in Respect of a Partner.
(a) For purposes of this Article X:
(1) a "Disabling Event" means, with respect to a
Partner, such Partner's (A) in the case of a Partner that is a
natural person, death, (B) Bankruptcy, (C) in the case of a
Partner who is a natural person, the entry by a court of
competent jurisdiction adjudicating him incompetent to manage
his person or his property, (D) in the case of a Partner who
is acting as a Partner by virtue of being a trustee of a
trust, the termination of the trust (but not merely the
substitution of a new trustee), (E) in the case of a Partner
that is a separate partnership, the dissolution and
commencement of winding up of the separate partnership, or (F)
in the case of a Partner that is a corporation, the filing of
a certificate of dissolution, or its equivalent, for the
corporation or the revocation of its charter and the
expiration of ninety (90) Days after the date of notice to the
corporation or revocation without a reinstatement of its
charter;
(2) a "Disabled Partner" or the "Disabled General
Partner" or the "Disabled Limited Partner" means a Partner
(General or Limited, as the case may be) who has suffered a
Disabling Event or an Event of Withdrawal;
(3) a "Representative" means, with respect to a
Disabled Partner, (A) the personal representative(s),
executor(s), or administrator(s) of the estate of a deceased
Partner, and (B) the committee or other legal
representative(s) of the estate of an insane, incompetent, or
Bankrupt Partner;
(4) a "Successor" means, with respect to a Disabled
Partner, the legal representative(s) or successor(s) of a
corporation, partnership or other business
organization, or trust or other entity which is dissolved

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(without timely reconstitution or continuation) or terminated
or whose legal existence has ceased; and
(5) "Event of Withdrawal" means, with respect to a
Partner, such Partner's retirement, resignation, other
withdrawal from the Partnership pursuant to the Partnership
Law or any other event (which is not a Disabling Event) that
causes a Partner to cease to be a Partner under the
Partnership Law.
(b) Upon the occurrence of a Disabling Event or an Event of Withdrawal in
respect of a General Partner the Partnership shall dissolve; provided, however,
that the Partnership shall not be dissolved if the remaining General Partners,
by an affirmative, unanimous vote of such General Partners, elect to continue
the Partnership in all respects pursuant to this Agreement, and the Partnership
Interest of the Disabled General Partner shall automatically become that of a
limited partner except to the extent such Disabled General Partner, at such
time or any time thereafter, assigns its Partnership Interest to another
General Partner, subject to the provisions of Section 8.1 hereof; and such
Disabled General Partner or Successor shall thereupon have the same interest in
the Partnership capital, profits, losses, and distributions as the Disabled
General Partner, but otherwise shall have and be subject to all the rights,
obligations, restrictions, and attributes of a limited partner, all as provided
in this Agreement. Upon the occurrence of a Disabling Event or an Event of
Withdrawal in respect of the last remaining General Partner, the Partnership
shall dissolve; provided, however, that the Partnership shall not be dissolved
if within ninety (90) Days after such Disabling Event or Event of Withdrawal
(the "Ninety Day Period") all Partners agree in writing to continue the
business of the Partnership and to the appointment, effective as of the date of
such Disabling Event or Event of Withdrawal, of one (1) or more general
partners of the Partnership as successor general partner(s) ("Successor General
Partner") to act as, and be in all respects under this Agreement, a general
partner; provided, however, that such Successor General Partner must have an
interest in the profits, losses, and distributions of the Partnership
sufficient to satisfy the then applicable Regulations and Internal Revenue
Service policy establishing the criteria for general partner participation in
the limited partnership form of

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organization. If any such election is made, the Partnership shall continue
pursuant to this Agreement for the term provided in Section 1.5 hereof, and the
Partnership Interest of the Disabled General Partner in the Partnership (except
to the extent such interest is held by the Successor General Partner) shall
automatically become that of a limited partner; and such Representative or
Successor to the Disabled General Partner (subject, in the case of a
Representative or Successor, to Sections 8.1 and 8.2 hereof) shall thereupon
have the same interest in the Partnership capital, profits, losses, and
distributions as the Disabled General Partner, but otherwise (except to the
extent a Successor to the Disabled General Partner shall be the Successor
General Partner) shall have and be subject to all the rights, obligations,
restrictions, and attributes of a limited partner, all as provided in this
Agreement. In the event of the selection of a Successor General Partner, as
provided in this Section 10.1(b), (1) each of the Partners, on behalf of itself
and its permitted successors and assigns, HEREBY AGREES AND CONSENTS to the
admission of any such Successor General Partner as herein provided; and (2) the
then Partners shall execute and deliver such instruments and documents, and
shall take such actions, as shall be necessary or advisable, in the sole and
absolute discretion of the Successor General Partner to carry out the
provisions of this Article X, including, but not limited to, (x) the execution
of conformed counterparts of this Agreement, amendments to this Agreement,
and/or an amended limited partnership agreement, (y) the execution and filing
of certificates of discontinuance, assumed or fictitious name certificates,
certificates of co-partnership, and/or certificates of limited partnership,
and/or amended certificates of limited partnership, and (z) the execution of
such instruments and documents (including, but not limited to, deeds, bills of
sale, and other instruments of conveyance and/or assignments of Partnership
Interest) as shall be necessary or advisable to effect any necessary transfer
(nominal or otherwise) of the property, assets, investments, rights,
liabilities, and business of the Partnership or of a Partnership Interest
and/or to accomplish the purpose and intent of this Article X. In the event
that a Partner shall fail to execute any such instruments or documents or fail
to take any such actions, when requested to do so by the Successor General
Partner, the Successor General Partner and/or any Person designated by the
Successor General Partner, as attorney-in-fact for each of the Partners, shall
have the right and power for, on

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behalf of, and in the name of each of the Partners to execute any and all such
instruments and documents and take any and all such actions.
(c) The occurrence of a Disabling Event or an Event of Withdrawal in
respect of a Limited Partner shall not, in and of itself, dissolve the
Partnership. Subject to the provisions of Section 8.1 hereof, in the event of
a Disabling Event or an Event of Withdrawal in respect of a Limited Partner,
the Disabled Limited Partner or its Representative or Successor, upon
compliance with the provisions of Section 8.2 hereof, shall remain or be
admitted as a limited partner in the Partnership and shall have all the rights
of the Disabled Limited Partner as a limited partner in the Partnership to the
extent of the Disabled Limited Partner's Partnership Interest, subject to the
terms, provisions, and conditions of this Agreement.

Section 10.2 References to "Partner" and "Partners" in the Event of Successors.
In the event that any Partner's Partnership Interest is held by one or
more successors to such Partner, references in this Article X to "Partner" and
"Partners" shall refer, as applicable and except as otherwise provided herein,
to the collective Partnership Interests of all successors to the Partnership
Interest of such Partner.

Section 10.3 Waiver of Dissolution if Transfer is in Full Compliance with
Agreement; Negation of Right to Dissolve Except as Herein Provided;
No Withdrawal.
(a) Each of the Partners hereby waives its right to terminate or cause the
dissolution and winding up of the Partnership (as such right is or may be
provided under the Partnership Law) upon the Transfer of any Partner's
Partnership Interest.
(b) No Partner shall have the right to terminate this Agreement or
dissolve the Partnership by such Partner's express will.
(c) No Partner shall have any right to retire, resign, or otherwise
withdraw from the Partnership and have the value of such Partner's Partnership
Interest ascertained and receive an amount equal to the value of such
Partnership Interest.
(d) In the event of an Event of Withdrawal in respect of a Partner in
breach of this Agreement but pursuant to such Partner's statutory powers under
the Partnership Law, to the extent that such powers exist in the face of a
prohibition against withdrawal in this Agreement, then the value of such
Partner's Partnership Interest shall be ascertained in

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accordance with the Partnership Law, and such Partner shall receive from the
Partnership in exchange for the relinquishment of such Partner's Partnership
Interest an amount equal to the lesser of (i) the value of such Partner's
Partnership Interest as so determined less any damages incurred by the
Partnership as a result of such Partner's breach of this Agreement, and (ii)
ninety percent (90%) of the value of such Partner's Partnership Interest as so
determined. In no event shall a Partner be considered to have withdrawn from
the Partnership solely as a result of such Partner having suffered a Disabling
Event.

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100

XI.

TERMINATION OF THE PARTNERSHIP,
WINDING UP, AND LIQUIDATION.

Section 11.1 Liquidation of the Assets of the Partnership and Disposition of
the Proceeds Thereof.
(a) Upon the dissolution of the Partnership, the Managing General Partner,
with the approval of the Partnership Committee or, in the event that the
Managing General Partner has suffered a Disabling Event or an Event of
Withdrawal and there are one or more remaining General Partners, such remaining
General Partner(s), or in the event that there is no remaining General Partner,
a Person selected by the Partnership Committee, or in the event that the
Partnership Committee has been disbanded, a Person selected by those Partners
holding in the aggregate a Percentage Interest of in excess of fifty percent
(50%) (such Person so selected is herein referred to as the "Liquidator"),
shall proceed to wind up the affairs of the Partnership, liquidate the property
and assets of the Partnership, and terminate the Partnership, and the proceeds
of such liquidation shall be applied and distributed in the following order of
priority:
(1) to creditors, to the extent otherwise permitted by law, in
satisfaction of liabilities of the Partnership (whether by payment or by
making a reasonable provision for payment) other than obligations of the
Partnership to the Partners and liabilities for distribution to Partners
on account of their respective interests in the Partnership; and then
(2) to the satisfaction of all obligations of the Partnership to
Partners; and then

[THE AMENDMENT DELETED THE FOLLOWING PROVISION:
(3) to the Partners in accordance with and in proportion to their
positive Capital Account balances. For this purpose, the determination
of the Partners' Capital Account balances shall be made after adjustment
to reflect the allocation of all Profits, Losses, and items in the nature
of income, gain, expense, or loss under Section 5.1 hereof, and all
distributions to the Partners pursuant to Section 5.2(a) and Section
5.2(b) hereof, in each case for all Partnership Fiscal Years through and
including the

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101

Partnership Fiscal Year of liquidation. Subject to the provisions of
clause (3) of this Section 11.1(a), all distributions pursuant to this
Section 11.1(a) shall be made by the end of the Partnership Fiscal Year
of liquidation (or if later, within ninety (90) Days after the date of
such liquidation).]
[THE AMENDMENT ADDED THE FOLLOWING PROVISION:
(3) to TREIT in an amount equal to the accrued but unpaid Guaranteed
Payment (in the priorities, if any, set forth in the applicable series);
and then
(4) to TREIT in an amount equal to the Preferred Equity (in
the priorities, if any, set forth in the applicable series); and
then
(5) to the Partners in accordance with and in proportion to
their positive Capital Account balances. For this purpose, the
determination of the Partners' Capital Account balances shall be
made after adjustment to reflect the allocation of all Profits,
Losses, and items in the nature of income, gain, expense, or loss
under Section 5.1 hereof, and all distributions to the Partners
pursuant to Section 5.2(a), Section 5.2(b), and 11.1(a)(4) hereof,
in each case for all Partnership Fiscal Years through and
including the Partnership Fiscal Year of liquidation. Subject to
the provisions of clause (1) of this Section 11.1(a), all
distributions pursuant to this Section 11.1(a) shall be made by
the end of the Partnership Fiscal Year of liquidation (or if
later, within ninety (90) Days after the date of such
liquidation).]
(b) Subject to the requirements of Regulations Section
1.704-1(b)(2)(ii)(b)(2), a reasonable time shall be allowed for the orderly
liquidation of the property and assets of the Partnership and the payment of
the debts and liabilities of the Partnership in order to minimize the losses
normally attendant upon a liquidation.
(c) Each Partner hereby appoints the Liquidator as its true and lawful
attorney-in-fact to hold, collect, and disburse, in accordance with this
Agreement, the applicable requirements of Regulations Section 1.704-1(b), and
the terms of any receivables, any Partnership receivables existing at the time
of the termination of the Partnership and the proceeds of the collection of
such receivables, including those arising from the sale of

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102

Partnership property and assets. Notwithstanding anything to the contrary in
this Agreement, the foregoing power of attorney shall terminate upon the
distribution of the proceeds of all such receivables in accordance with the
provisions of this Agreement.
(d) Notwithstanding anything to the contrary contained in this Agreement,
if a General Partner or any Limited Partner which, by written notice to the
Partnership, in its sole discretion, elects to be bound by this Section
11.1(d), shall have a negative balance in its Capital Account upon liquidation
of the Partnership or upon liquidation of its Partnership Interest, after
giving effect to the allocation of all Profits, Losses, gain or loss and items
of the foregoing under Section 5.1 hereof and all distributions to the Partners
pursuant to Section 5.2 hereof in each case for all Partnership Fiscal Years
through and including the Partnership Fiscal Year of such liquidation, such
Partner shall be obligated to make an additional capital contribution to the
Partnership by the end of the Partnership Fiscal Year of liquidation (or, if
later, within ninety (90) Days after the date of such liquidation), in an
amount sufficient to eliminate the negative balance in its Capital Account.
For purposes of this Section 11.1(d), "liquidation" shall be as defined in
Regulations Section 1.704-1(b)(2)(ii)(g).
(e) In connection with a liquidation of a Partner's interest in the
Partnership within the meaning of Treasury Regulations Section
1.704-1(b)(2)(ii)(g) that is not in connection with a liquidation of the
Partnership, distributions to such Partner shall be made in accordance with the
requirements of Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2).

Section 11.2 Cancellation of Certificates.
After the affairs of the Partnership have been wound up, the property and
assets of the Partnership have been liquidated, and the proceeds thereof have
been applied and distributed as provided in Section 11.1(a) hereof and the
Partnership has been terminated, appropriate Persons shall, if required by law,
execute and file a certificate of dissolution or cancellation of the
Certificate of Limited Partnership and/or assumed or fictitious name
certificate (or a similar writing) to effect the cancellation, of record, of
the certificate(s) of partnership of the Partnership (or similar writing), and
the Partnership Interest Certificates.

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103

Section 11.3 Return of Capital.
Except as otherwise provided in Section 11.1(d) hereof, anything in this
Agreement to the contrary notwithstanding, no General Partner shall be
personally liable for the return of the capital contributions or Capital
Account of any Partner, or any portion thereof, it being expressly understood
that any such return shall be made only from and to the extent of Partnership
assets.

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104

XII.
POWER OF ATTORNEY.
Each Partner hereby constitutes and appoints the Managing General
Partner and any Person or Persons designated or delegated by the Managing
General Partner its true and lawful attorney-in-fact with full power of
substitution, and with power and authority to act in its name and on its
behalf, to make, execute and deliver, swear to, acknowledge, file, and record:
(a) this Agreement (and copies hereof) and amendments hereto or
restatements hereof adopted pursuant to the provisions hereof (including,
without limitation, any such amendment required upon the admission of a
substitute or additional partner, the continuation of the Partnership, the
formation of a successor partnership, or the doing of any act requiring the
amendment of this Agreement under the Partnership Law or under the applicable
laws of any other jurisdiction in which the Managing General Partner, with the
approval of the Partnership Committee, deems such action to be necessary or
desirable, or by any regulatory agency) and, upon termination of the
Partnership (or its successor), a certificate or agreement of dissolution and
termination, as and if the same may be required by applicable law, or by any
regulatory agency;
(b) the Certificate of Limited Partnership (and copies thereof) and any
amendments thereto or restatements thereof adopted pursuant to the provisions
hereof (including, without limitation, any amendment required upon the
admission of a substitute or additional partner, the continuation of the
Partnership, the formation of a successor partnership, or the doing of any act
requiring the amendment of the Certificate of Limited Partnership under
applicable law or regulatory agency, or the filing of a new or restated or
amended Certificate of Limited Partnership (or amendment thereto) after the
filing of a Certificate of Discontinuance or Dissolution or Termination, a
cancellation, or the like, to evidence a new or changed constituency of, or a
termination of, the Partnership, as the Managing General Partner, with the
approval of the Partnership Committee, deems said filing to be necessary or
desirable);
(c) any certificate of fictitious or assumed name and any amendment
thereto, if required by law;

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105

(d) any other certificates or instruments as may be required under
applicable laws or by any regulatory agency, as the Managing General Partner,
with the approval of the Partnership Committee, deems necessary or desirable;
(e) all such other instruments as the Managing General Partner, with the
approval of the Partnership Committee, deems necessary or desirable and not
inconsistent with this Agreement to carry out the provisions hereof in
accordance with the terms hereof, including, without limitation, to execute and
issue Partnership Interest Certificates in accordance with Section 4.7 or
Section 13.18 hereof; and
(f) any document(s) to confirm the foregoing.
Such attorney-in-fact shall, as such, have the right, power, and authority
as such to amend or modify this Agreement and all certificates and the like
required when acting in such capacity, so long as such amendment, modification,
and/or filing is(are) specifically permitted by this Agreement.
The power of attorney granted in this Article XII (and each other power of
attorney granted under or pursuant to this Agreement) is a special power of
attorney coupled with an interest, is irrevocable, and shall survive the
Transfer by a Partner of his Partnership Interest and shall survive his
insanity, disability, incapacity, incompetency, Bankruptcy, and death and may
be exercised by the attorney-in-fact by his signature on behalf of all
Partners.

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106

XIII.
MISCELLANEOUS.
Section 13.1 Notices.
(a) Any and all notices, approvals, directions, consents, offers,
elections, and other communications (herein sometimes referred to collectively
as the "Communications" and individually as a "Communication") required or
permitted under this Agreement shall be deemed adequately given only if in
writing.
(b) All Communications to be sent hereunder to a Partner, a Committee, a
Committee Member, or the Manager, shall be given or served only if addressed to
such Partner, such Committee or such Committee Member at its address set forth
in the records of the Partnership, or the Manager, at its address as set forth
in the Master Services Agreement or applicable management, administration,
leasing, and development services contract, and if delivered by hand (with
delivery receipt required), by telecopier (confirmation of receipt requested),
or by certified mail, return receipt requested, or Federal Express or similar
expedited overnight commercial carrier or courier.
(c) All Communications shall be deemed to have been properly given or
served, if delivered by hand or mailed, on the date of receipt or date of
refusal to accept shown on the delivery receipt or return receipt, if delivered
by Federal Express or similar expedited overnight commercial carrier or
courier, on the date that is one Business Day after the date upon which the
same shall have been delivered to Federal Express or similar expedited
overnight commercial carrier, addressed to the recipient, with all shipping
charges prepaid, provided that the same is actually received (or refused) by
the recipient in the ordinary course, and if sent by telecopier, on the date of
confirmed delivery. The time to respond to any Communication given pursuant to
this Agreement shall run from the date of receipt or confirmed delivery, as
applicable.
(d) By giving to the Managing General Partner written notice thereof, the
parties hereto and their respective successors and assigns shall have the right
from time to time and at any time during the term of this Agreement to change
the Person to receive Communications and their respective addresses effective
upon receipt by the other parties of

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such notice and each shall have the right to specify as its address any other
address within the United States of America.

Section 13.2 Applicable Law.
This Agreement shall be governed by and construed in accordance with, the
laws (other than the law governing choice of law) of the State of Delaware. In
the event of a conflict between any provision of this Agreement and any
non-mandatory provision of the Partnership Law, the provision of this Agreement
shall control and take precedence.

Section 13.3 Entire Agreement.
This Agreement contains the entire agreement among the parties hereto
relative to the Partnership.

Section 13.4 Word Meanings; Gender.
The words such as "herein," "hereinafter," "hereof," and "hereunder" refer
to this Agreement as a whole and not merely to a subdivision in which such
words appear unless the context otherwise requires. The singular shall include
the plural and the masculine gender shall include the feminine and neuter, and
vice versa, unless the context otherwise requires.

Section 13.5 Section Titles.
Section titles are for descriptive purposes only and shall not control or
alter the meaning of this Agreement as set forth in the text.

Section 13.6 Waiver.
No consent or waiver, express or implied, by a Partner to or of any breach
or default by any other Partner in the performance by such other Partner of its
obligations hereunder shall be deemed or construed to be a consent or waiver to
or of any other breach or default in the performance by such other Partner of
the same or any other obligation of such Partner hereunder. Failure on the
part of a Partner to object to any act or failure to act of any other Partner
or to declare such other Partner in default, irrespective of how long such
failure continues, shall not constitute a waiver by such Partner of its rights
hereunder.

Section 13.7 Separability of Provisions.
Each provision of this Agreement shall be considered separable and if for
any reason any provision or provisions herein are determined to be invalid,
unenforceable, or illegal

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under any existing or future law, such invalidity, unenforceability, or
illegality shall not impair the operation of or affect the other portions of
this Agreement.

Section 13.8 Binding Agreement.
Subject to the restrictions on Transfers set forth herein, this Agreement
shall inure to the benefit of and be binding upon the undersigned Partners and
their respective heirs, executors, personal representatives, successors, and
assigns. Whenever, in this instrument, a reference to any party or Partner is
made, such reference shall be deemed to include a reference to the permitted
heirs, executors, personal representatives, successors, and assigns of such
party or Partner.

Section 13.9 Equitable Remedies.
Except as otherwise provided in this Agreement, the rights and remedies of
the Partners hereunder shall not be mutually exclusive, i.e., the exercise of a
right or remedy under any given provision hereof shall not preclude or impair
exercise of any other right or remedy hereunder. Each of the Partners confirms
that damages at law may not always be an adequate remedy for a breach or
threatened breach of this Agreement and agrees that, in the event of a breach
or threatened breach of any provision hereof, the respective rights and
obligations hereunder shall be enforceable by specific performance, injunction,
or other equitable remedy, but nothing herein contained is intended to, nor
shall it, limit or affect any rights at law or by statute or otherwise of any
party aggrieved as against the other for a breach or threatened breach of any
provision hereof.

Section 13.10 Partition.
No Partner nor any successor-in-interest to a Partner shall have the right
while this Agreement remains in effect to have any property of the Partnership
partitioned, or to file a complaint or institute any proceeding at law or in
equity to have such property of the Partnership partitioned, and each Partner,
on behalf of itself and its successors and assigns, hereby waives any such
right. It is the intention of the Partners that the rights of the parties
hereto and their successors-in-interest to Partnership property, as among
themselves, shall be governed by the terms of this Agreement, and that the
rights of the Partners and their

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109

successors-in-interest to Transfer any interest in the Partnership shall be
subject to the limitations and restrictions set forth in this Agreement.

Section 13.11 Amendment.
Without the consent of any Partner, except as otherwise provided in
Sections 1.1, 4.5(a), 8.1, 8.2, 8.4, 8.5 and Article X hereof, a proposed
amendment to this Agreement may be adopted and effective as an amendment hereto
if it receives the written concurrence of each Appointing Person.
Notwithstanding the foregoing, but except as otherwise provided in Sections
1.1, 4.5(a), 8.1, 8.2, 8.4, 8.5 and Article X hereof, (i) no such amendment
shall change a Partner's Percentage Interest or increase a Partner's obligation
to contribute to the capital of (or require a Partner to loan to) the
Partnership, or change the proviso at the end of Section 4.2 hereof, or change
the provisions hereof relating to the allocation of Profits, Losses, or other
items, or change the distribution provisions of Section 5.2(a) or Section
5.2(b) hereof except for the timing of such distributions within the
Partnership Fiscal Year and within thirty (30) Days thereafter and except for
the timing of notices, including notices to be given pursuant to Section 6.5
hereof, with respect to distributions, or change the provisions of Sections
6.4(a), 6.4(b) and 6.4(e) hereof, or change the provisions of Section 8.5(a)
hereof, or cause a limited partner to become a general partner, or remove a
Partner, or remove from a Partner such Partner's right to appoint and remove
Committee Members or right to assign that right as herein provided, or change
the ability of a Partner to assign its Partnership Interest as provided in
Article VIII hereof, without, in each such case, the written concurrence of
each Partner, if any, whose Partnership Interest will be directly and adversely
affected by such amendment, (ii) no such amendment shall change the provisions
of Section 8.1(c) hereof without the written concurrence of those Partners
holding in the aggregate a Percentage Interest equal to at least the sum of (x)
the Percentage Interest held by TREIT at the time of any such amendment plus
(y) ninety-five percent (95%) of the difference between one hundred percent
(100%) and the Percentage Interest held by TREIT at the time of any such
amendment, and (iii) no such amendment shall permit a combination of Units of
Partnership Interest where the fair market value of each resulting Unit of
Partnership Interest is in excess

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110

of One Hundred Thousand Dollars ($100,000) or change the provisions of this
Section 13.11 without in either case the written concurrence of each Partner.

Section 13.12 No Third Party Rights Created Hereby.
The provisions of this Agreement are solely for the purpose of defining
the interests of the Partners, inter se; and no other person, firm, or entity
(i.e., a party who is not a signatory hereto or a permitted successor to such
signatory hereto) shall have any right, power, title, or interest by way of
subrogation or otherwise, in and to the rights, powers, titles, and provisions
of this Agreement.

Section 13.13 Liability of Partners.
Except as otherwise provided in this Agreement, as among the Partners, any
liability or debt of the Partnership shall first be satisfied out of the assets
of the Partnership, including the proceeds of any liability insurance which the
Partnership may recover, and thereafter, in accordance with the applicable
provisions of the Partnership Law.

Section 13.14 Additional Acts and Instruments.
Each Partner hereby agrees to do such further acts and things and to
execute any and all instruments necessary or desirable and as reasonably
required in the future to carry out the full intent and purpose of this
Agreement.

Section 13.15 Agreement in Counterparts.
This Agreement may be executed in two (2) or more counterparts, all of
which as so executed shall constitute one (1) Agreement, binding on all of the
parties hereto, notwithstanding that all the parties are not signatory to the
original or the same counterpart; provided, however, that no provision of this
Agreement shall become effective and binding unless and until all parties
hereto have duly executed this Agreement, at which time this Agreement shall
then become effective and binding as of the date first above written.

Section 13.16 Attorneys-In-Fact.
Any Partner may execute a document or instrument or take any action
required or permitted to be executed or taken under the terms of this Agreement
by and through an attorney-in-fact duly appointed for such purpose (or for
purposes including such

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111

purpose) under the terms of a written power of attorney (including any power
of attorney granted herein).

Section 13.17 Execution by Trustee.
Any trustee executing this Agreement shall be considered as executing this
Agreement solely in his capacity as a trustee of the trust of which he is a
trustee, and such trustee shall have no personal liability hereunder.

Section 13.18 Lost Partnership Interest Certificates.
In the event that any Partnership Interest Certificates shall be lost,
stolen, or destroyed, the Managing General Partner, with the approval or at the
direction of the Partnership Committee, may authorize the issuance of a
substitute Partnership Interest Certificate in place of the Partnership
Interest Certificate so lost, stolen, or destroyed. In each such case, the
applicant for a substitute Partnership Interest Certificate shall furnish to
the Managing General Partner, the Partnership Committee, and, if applicable,
the Compensation Committee, evidence to their satisfaction of the loss, theft,
or destruction of such Partnership Interest Certificate and of the ownership
thereof, and also such security or indemnity as they may reasonably require.

Section 13.19 Certain Consents.
By executing this Agreement, each Partner hereby consents to each of the
consents contained in Exhibit E hereto with the same force and effect as if he
had signed the actual consent and hereby agrees that each such consent shall be
in lieu of any Partnership Committee consent, approval, or determination
(including, without limitation, a Transfer Determination), which is otherwise
provided or required pursuant to this Agreement, including without limitation,
Article VIII hereof, and that notwithstanding the provisions of this Agreement,
including without limitation, Article VIII hereof, Partnership Committee Action
(including, without limitation, a Transfer Determination, consent or
ratification) shall in no event be required with respect to the matters set
forth on such Exhibit.

Section 13.20 Closing Allocation Agreement.
Certain of the Partners and the Partnership have entered into at the time
of and effective as of the Contribution Date, a Closing Allocation Agreement
providing for a

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112

certain Percentage Interest to be resolved and ultimately allocated, as of the
Contribution Date, between such Partners. Accordingly, the provisions of
Appendix A attached hereto are made a part of this Agreement.
[THE AMENDMENT ADDED THE FOLLOWING PROVISIONS:
1. Margaret Putnam, The Avner Naggar and Gloria Frank Naggar Living Trust,
Gloria Dobbs, Charles Carlise, Grossman/Southwest Associates Limited
Partnership, Southwest Associates, El Camino Associates, Michaela Naggar
Bourne, Auri Neal Naggar, Ron Naggar, David Naggar, Tamara Naggar, and Master
Pension Trust of Pacific Telesis have been admitted as limited partners of the
Partnership, and MGL & Associates Limited Partnership and the Naggar Family
Trust have withdrawn as limited partners of the Partnership.
2. All references in the Partnership Agreement to the "Limited Partners"
or the "Partners" or to a "Limited Partner" or a "Partner" include "Margaret
Putnam," "The Avner Naggar and Gloria Frank Naggar Living Trust," "Gloria
Dobbs," "Charles Carlise," "Grossman/Southwest Associates Limited Partnership,"
"Southwest Associates," "El Camino Associates," "Michaela Naggar Bourne," "Auri
Neal Naggar," "Ron Naggar," "David Naggar," "Tamara Naggar," and "Master
Pension Trust of Pacific Telesis," as the context may require.
3. The Units of Partnership Interest outstanding on September 30, 1997 are
hereby divided, such that (i) TREIT's Units of Partnership Interest are equal
in number to TREIT's outstanding shares of common stock on September 30, 1997,
and each other Partner's Units of Partnership Interest are changed into Units
of Partnership Interest using the same conversion factor, and (ii) by virtue of
the division, each Partner's Percentage Interest shall remain the same as such
Percentage Interest immediately prior to the division, all as more particularly
set forth on Schedule B attached hereto and made a part hereof. Further, the
Partnership and TREIT will hereafter conduct their respective operations, to
the extent they are able to do so, so that one Unit of Partnership Interest
will be equal in value to one share of TREIT's common stock.
4. Section and clause references within the Partnership Agreement are
renumbered accordingly.]'

- 107 -
113

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

TAUBMAN CENTERS, INC., a Michigan
corporation

By:_______________________________

Its:______________________________

TG PARTNERS LIMITED PARTNERSHIP, a
Delaware limited partnership

By: TG Michigan, Inc., a Michigan
corporation, managing general
partner

By: _________________________
_________________________

TAUB-CO MANAGEMENT, INC., a Michigan
corporation

By: _____________________________

Its: _____________________________

GMPTS LIMITED PARTNERSHIP, a
Delaware limited partnership

By: GMPTS Corporation, a Delaware
corporation, general partner

By: ________________________

Its:________________________

GENERAL PARTNERS
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114

TAUBMAN REALTY VENTURES, a
Michigan co-partnership

By: The A. Alfred Taubman Restated
Revocable Trust, as amended and
restated in its entirety by
Instrument dated January 10,
1989 (as the same has been and
may hereafter be amended from
time to time), managing partner

By: _____________________________
A. Alfred Taubman, Trustee

TRA PARTNERS, a Michigan
co-partnership

By: ____________________________
A. Alfred Taubman, Trustee

THE A. ALFRED TAUBMAN RESTATED
REVOCABLE TRUST, as amended and
restated in its entirety by
Instrument dated January 10, 1989
(as the same has been and may
hereafter be amended from time to
time)

By: _____________________________
A. Alfred Taubman, Trustee

_________________________________
ROBERT S. TAUBMAN

_________________________________
WILLIAM S. TAUBMAN

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115

_________________________________
GAYLE T. KALISMAN

_________________________________
RICHARD P. KUGHN

THE KUGHN REAL PROPERTIES COMPANY, a
Michigan limited partnership

By: ____________________________
The Richard P. Kughn 1978
Trust, as the same may be
amended

By: _________________________
Richard P. Kughn, Trustee

__________________________________
ROBERT C. LARSON

__________________________________
SIDNEY R. UNOBSKEY

__________________________________
LEONARD DOBBS

__________________________________
AVNER NAGGAR

__________________________________
MARVIN G. LEECH

MGL & ASSOCIATES LIMITED
PARTNERSHIP, a Michigan limited
partnership

By: ____________________________
Marvin G. Leech, general
partner

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116

THE BURKHARDT FAMILY TRUST, under
trust agreement dated March 12,
1983, as amended

By: ______________________________
Joe E. Burkhardt, Co-Trustee

And:

By: ______________________________
Juanita J. Burkhardt,
Co-Trustee

NAGGAR FAMILY TRUST, under
instrument dated September 12, 1989

By: ______________________________

THE MAX M. FISHER REVOCABLE TRUST,
as amended and restated in its
entirety by Instrument dated May 11,
1992 (as the same may be amended
from time to time)

By: ______________________________
Max M. Fisher, Trustee

LIMITED PARTNERS

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117

SCHEDULE A

CAPITAL ACCOUNT BALANCES OF THE PARTNERS
AS OF THE CONTRIBUTION DATE AFTER GIVING EFFECT
TO CAPITAL CONTRIBUTIONS

Partner Opening Balance

TREIT $ 447,639,642
TG $ 70,476,245
GMPTS $ 547,386,815
TRV $ 122,646
TRAP $ 197,155,254
The A. Alfred Taubman Restated
Revocable Trust $ 110,000
Robert S. Taubman $ 66,000
William S. Taubman $ 66,000
Gayle T. Kalisman $ 66,000
Richard P. Kughn $ 19,665,929
The Kughn Real Properties Company $ 1,128,721
Robert C. Larson $ 12,941,493
Sidney R. Unobskey $ 3,392,175
Leonard Dobbs $ 2,403,231
Avner Naggar $ 110,000
Marvin G. Leech $ 1,553,250
MGL & Associates Limited Partnership $ 226,757
Burkhardt Family Trust $ 318,007
T-Co $ 22,000
Naggar Family Trust $ 1,670,007
MMF $ 4,381,300
Unallocated Interests $ 65,899,580
---------------
Total $1,376,801,052

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118

[THE AMENDMENT DELETED THE FOLLOWING PAGE OF SCHEDULE B:
SCHEDULE B
UNITS OF PARTNERSHIP INTEREST AND
PERCENTAGE INTERESTS OF THE PARTNERS

Number of
Units of
Partnership Percentage
Partner Nature of Interest Interest Interest

TREIT General 20,347.256 32.828022%
TG General 3,203.465 5.168433%
GMPTS General 24,280.719 39.174224%
T-Co General 1.000 .001613%
TRV Limited 5.575 .008994%
TRAP Limited 8,961.603 14.458543%
The A. Alfred Taubman
Restated Revocable
Trust Limited 5.000 .008067%
Robert S. Taubman Limited 3.000 .004840%
William S. Taubman Limited 3.000 .004840%
Gayle T. Kalisman Limited 3.000 .004840%
Richard P. Kughn Limited 893.906 1.442217%
The Kughn Real
Properties Company Limited 51.306 .082776%
Robert C. Larson Limited 588.250 .949075%
Sidney R. Unobskey Limited 154.190 .248768%
Leonard Dobbs Limited 109.238 .176243%
Avner Naggar Limited 5.000 .008067%
Marvin G. Leech Limited 70.602 .113909%
MGL & Associates
Limited Partnership Limited 10.307 .016629%
Burkhardt Family Trust Limited 14.455 .023321%
Naggar Family Trust Limited 75.909 .122471%
MMF Limited 199.150 .321306%
Unallocated Interests 2,995.435 4.832800%
---------- ---------
Total 61,981.366 100.000000%]

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119

[THE AMENDMENT ADDED THE FOLLOWING PAGE TO SCHEDULE B:

EXHIBIT B

SCHEDULE OF PARTNERS

Number of
Units of
Nature Partnership Percentage
Partner of Interest Interest Interest
------- ----------- ----------- -----------

TREIT General 50,757,681 36.701851%
TG General 6,327,098 4.574996%
GMPTS General 50,025,713 36.172579%
T-Co General 1,975 0.001428%
Master Pension Trust of
Pacific Telesis Limited 6,114,027 4.420929%
TRV Limited 11,011 0.007962%
TRAP Limited 17,699,879 12.798424%
The A. Alfred Taubman Restated
Revocable Trust Limited 9,875 0.007140%
Robert S. Taubman Limited 5,925 0.004284%
William S. Taubman Limited 5,925 0.004284%
Gayle T. Kalisman Limited 5,925 0.004284%
Richard P. Kughn Limited 1,765,535 1.276623%
The Kughn Real Properties Co. Limited 101,333 0.073272%
Robert C. Larson Limited 1,161,841 0.840104%
Sidney R. Unobskey Limited 304,538 0.220205%
Leonard Dobbs Limited 107,877 0.078004%
Gloria Dobbs Limited 107,877 0.078004%
Avner and Gloria Frank
Naggar Living Trust Limited 9,875 0.007140%
Marvin G. Leech Limited 139,648 0.100977%
Margaret Putnam Limited 20,154 0.014573%
Burkhardt Family Trust Limited 28,550 0.020644%
Michaela Naggar Bourne Limited 29,985 0.021682%
Auri Neal Naggar Limited 29,985 0.021682%
Ron Naggar Limited 29,985 0.021682%
David Naggar Limited 29,985 0.021682%
Tamara Naggar Limited 29,985 0.021682%
MMF Limited 393,337 0.284414%
Charles Carlise Limited 295,073 0.213361%
Grossman/Southwest Associates
Limited Partnership Limited 1,971,274 1.425387%
Southwest Associates Limited 586,294 0.423937%
El Camino Associates Limited 189,169 0.136784%
------------

Total 138,297,334 100.000000%]
============ ============

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120

SCHEDULE B (CONT.)

SCHEDULE OF NON-SUBSTITUTE ASSIGNEES
(INDICATED ABOVE BY "X" NEXT TO ASSIGNOR PARTNER'S NAME)

Number of
Units of
Non-Substitute Partnership Percentage
Partner Assignee Interest Interest
------- -------------- ----------- ----------

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121

SCHEDULE C

INITIAL NUMBER AND VALUE OF UNITS
OF PARTNERSHIP INTEREST

Initial Number of Units of
Partnership Interest Issued Initial Value of Units
and Outstanding of Partnership Interest
--------------------------- ----------------------------

61,981.366 $22,000

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122

SCHEDULE D

REGIONAL CENTERS

Regional Center Owning Entity

Bellevue Center Bellevue Associates

Beverly Center La Cienega Associates

Briarwood Briarwood

Cherry Creek Taubman-Cherry Creek Limited
Partnership

Columbus City Center TL-Columbus Associates

Fairlane Town Center Fairlane Town Center

Fair Oaks Fairfax Associates

Hilltop Richmond Associates

Lakeforest Mall Lakeforest Associates

Lakeside Lakeside/Novi Associates

Marley Station TKL-East

Meadowood Taubman-Western Associates No. 2

Short Hills Prutaub Joint Venture

Stamford Town Center Rich-Taubman Associates

Stoneridge Stoneridge Properties

Twelve Oaks Lakeside/Novi Associates

West Farms West Farms Associates

Woodfield Woodfield Associates

Woodland Woodland

- 117 -
123

SCHEDULE E

DEVELOPMENTS

Those activities being conducted under the following TTC Job Numbers:

4000.037 Apple Valley
4000.101 Boca Raton, Florida
1988.019 Downtown Denver, Colorado
3131.001 East Caln, Pennsylvania
4000.131
2125.001 Konterra, Maryland
4000.377 Lake County, Illinois
4000.416 Los Angeles Region, California
4000.549 New Haven, Connecticut
4000.564 North Columbus, Ohio
4000.716 Rochester Hills/Auburn Hills, Michigan
4000.788 Tampa, Florida
4000.940 Western Wayne County, Michigan
2934.001 West Palm Beach, Florida
4000.560 Orlando, Florida
2089.001 Tampa, Florida
4000.973 World Trade Center
4000.900 Waterbury, Connecticut

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124

SCHEDULE F

DEVELOPMENT OPPORTUNITIES SPECIFICALLY EXCLUDED FROM CONTRIBUTION

TWA-Anaheim Limited Partnership

New York Coliseum

Detroit Riverfront

Marbeth

- 119 -

125

SCHEDULE G

EXCLUDED RETAIL INTERESTS, RETAIL
OPPORTUNITIES, AND RETAIL PROPERTIES

SunValley Associates

Carmenita Associates

TWA-Anaheim Limited Partnership

- 120 -

126

SCHEDULE H

ADJUSTED BASIS AND INITIAL BOOK VALUES OF REGIONAL CENTER INTERESTS,
DEVELOPMENT OPPORTUNITY INTERESTS, AND DEVELOPMENT OPPORTUNITIES

Initial
Adjusted Basis* Book Values
--------------- --------------

LaCienega Associates $ 38,544,114 $ 106,079,418
Briarwood Associates 51,464,259 83,993,979
Fairfax Associates 17,617,290 83,688,375
Fairlane Town Center 8,676,308 30,560,450
Lakeforest Associates 17,615,797 117,452,946
Lakeside/Novi Associates 16,875,501 139,884,947
Prutaub Joint Venture 29,167,429 74,777,786
Richmond Associates 17,450,029 62,318,114
Rich-Taubman Associates 11,834,950 49,747,372
Stoneridge Properties 43,154,104 133,142,744
Taubman Western Associates II 11,394,771 47,888,540
West Farms Associates 15,936,108 94,160,842
Woodfield Associates 15,976,065 115,909,171
Woodland Associates 5,171,532 55,166,338
TBA Limited Partnership 32,146,385 45,462,608
Bellevue Associates 48,719,651 15,954,445
Taubman Cherry Creek L.P. 59,474,132 24,731,911
TL-Columbus Associates 74,373,371 79,079,103
TKL-East Associates 44,265,470 62,759,192
Development Opportunities 12,632,077 26,065,028
Lakeside/Novi Land Partnership 8,314,940 9,766,742
--------------- --------------

$580,804,283 $1,458,590,051
=============== ==============

*Adjusted Basis @ 1/1/92

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127

SCHEDULE I

INITIAL GRANT OF INCENTIVE OPTIONS

Exercise Price
Number of Units of Per Unit of Partnership
Optionee Partnership Interest Interest
--------- -------------------- --------

Robert C. Larson 500 $22,000

Robert S. Taubman 1,500 $22,000

Bernard Winograd 500 $22,000

Richard B. McGlinn 14 $22,000

Others 577 $22,000
-----

Total 3,091
=====

- 122 -
128

SCHEDULE J

CERTAIN INTERESTS OF PARTNERS IN TENANTS OF REGIONAL CENTERS

Ownership
Interest
(Direct or Regional
Partner Tenant Indirect Center
------- ------------------ ---------- ---------

AAT Woodward & Lothrop 100% Fair Oaks
Incorporated (The
Home Store at Fair
Oaks)

- 123 -

129

EXHIBIT A

MASTER SERVICES AGREEMENT

130

EXHIBIT B

INCENTIVE OPTION PLAN

131

EXHIBIT C

FORM OF PARTNERSHIP INTEREST CERTIFICATE

132

EXHIBIT D

CORPORATE SERVICES AGREEMENT

133

EXHIBIT E

CONSENTS

Consent to Agreements

Consent to Distributions

Approval of Establishment of Compensation Committee and Confirmation of
Incentive Option Plan

Consent to Letter Agreement Regarding Possible Tax Termination and Transfer
Determination in Respect of Transfer of Interests in GMPTS

Consent to Letter Agreement Regarding Nonrecourse Financing

Ratification of Guaranty of $17,000,000 Line of Credit Loan by Comerica Bank to
The Taubman Company Limited Partnership

Consent to Transfer Determination in Respect of Pledge of Partnership Interest
to Union Bank of Switzerland (New York Branch) and Certain Other Banks and
Substitutions as a Partner

Consent to Transfer Determination in Respect of Pledge of Partnership Interest
to Comerica Bank and Substitution as a Partner

Consent to Briarwood Financing

Consent to TL-Cherry Creek Associates Financing

Consent to Lakeforest Financing

Consent to Guaranty of Ridge Road Lease of The Taubman Company Limited
Partnership

134

APPENDIX A

CLOSING ALLOCATION PROVISIONS

(i) Add the following sentences prior to the last sentence of Section
4.6(a) of this Agreement:
"It is understood, however, that the foregoing is subject to
Section 4.6(c) hereof. For purposes of Schedule C hereto,
Unallocated Units (as defined in the Closing Allocation Agreement)
shall be included as if they were issued and outstanding."
(ii) Add the following paragraph (c) to Section 4.6 of this Agreement,
immediately after paragraph (b) thereof:
"(c) Pursuant to the Closing Allocation Agreement and until
the date of the Settlement Allocation (as defined in the Closing
Allocation Agreement), the Unallocated Units (as defined in the
Closing Allocation Agreement) shall be segregated, and retained by
the Partnership, and the Unallocated Distribution Amount (as
defined in the Closing Allocation Agreement) shall be held in
escrow, as provided in the Closing Allocation Agreement. On the
date of the Settlement Allocation, (i) the Ultimate Percentage
Interests (as defined in the Closing Allocation Agreement) of
GMPTS and certain of the other Partners shall be finally
determined effective as of and from the Contribution Date, and
(ii) the Partnership shall allocate and issue the Unallocated
Units and distribute the Unallocated Distribution Amount pursuant
to the Settlement Allocation, to such Partners in a manner
provided in the Closing Allocation Agreement such that pursuant to
the Settlement Allocation, the Unallocated Distribution Amount
shall have been distributed and Profits, Losses, and items thereof
allocable to the Unallocated Units shall have been allocated from
the Contribution Date in accordance with Ultimate Percentage
Interests.
The Partners hereby agree that once the Ultimate Percentage
Interests under the Closing Allocation Agreement have been
determined, the Managing General Partner, without the approval,
consent or act of any other Partner, shall substitute a revised
Schedule A and Schedule B hereto, to increase the Capital Account
balances

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and the Units of Partnership Interest of those affected Partners
in order to reflect the allocation of the Unallocated Units
pursuant to the Closing Allocation Agreement."