Letter Agreement Regarding Succession of Membership Interest under Amended and Restated LLC Agreement of Taubman Properties Asia LLC (Morgan Parker and Taubman Asia Management II LLC)

Summary

This letter agreement between Taubman Asia Management II LLC and Morgan Parker confirms that, if Mr. Parker passes away, his membership interest in Taubman Properties Asia LLC—including any associated put and call rights—will transfer to his estate. The agreement ensures that these rights and obligations will remain binding and benefit Mr. Parker's estate as his successor under the existing LLC Operating Agreement dated January 23, 2008.

EX-10.AM 4 form10k08ex10am.htm LETTER AGREEMENT RE: AMENDED AND RESTATED LLC AGREEMENT OF TPA LLC form10k08ex10am.htm

TAUBMAN ASIA MANAGEMENT II LLC

c/o The Taubman Company LLC

200 East Long Lake Road, Suite 300

Bloomfield Hills, MI 48304

November 25, 2008

Mr. Morgan Parker

Unit 5

179 Baroona Road

Rosaile QLD

4046, Austrialia

Re: Amended and Restated Limited Liability Company of Taubman

Properties Asia LLC, dated January 23, 2008, between Morgan Parker

and Taubman Asia Management II LLC (the “Operating Agreement”)

Dear Mr. Parker:

This letter shall confirm for your records that in the event of your death, your membership interest under the Operating Agreement, along with the put and call attached to and imbodied in your membership interest, will continue into your estate, as your successor, and be binding on and inure to the benefit of your estate.

Very truly yours,

TAUBMAN ASIA MANAGEMENT II LLC,

a Delaware limited liability company

By: /s/ Chris B. Heaphy

Chris B. Heaphy

Its: Authorized Signatory

Accepted and Agreed:

/s/ Morgan Parker

MORGAN PARKER

Doc ID: 4250.1