Exhibit 10.3

GRAPHIC

2001
Ross Avenue, Suite 3400, Dallas, TX 75201

Robert
E. Sulentic
[INTENTIONALLY OMITTED]

Re:    Employment
Agreement

Dear
Bob:

We
are pleased to present you with this employment letter agreement ("Agreement") which sets forth the terms upon which you will continue to be employed by Trammell Crow Company (the
"Company", or "we", or "us").

1.Employment Period. Subject to the terms and provisions of this Agreement, we agree to continue to
employ you, and you agree to continue to be employed by us, for a period (the "Employment Period") commencing on the date hereof and expiring December 31, 2004; provided, that on
December 31, 2004 and on each subsequent December 31, this Agreement will automatically be extended for one additional year unless, during the three month period beginning March 1
and ending July 1 immediately prior to the next scheduled extension, you or we will have given written notice (a "Non-Renewal Notice") that the Employment Period will not be
extended (a "Non-Renewal").

2.Employment Terms and Conditions.



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3.Termination of Employment.



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4.Compensation Upon Termination Prior to a Change in Control and After the Second Anniversary of such Change in
Control. Prior to a Change in Control and after the second anniversary of such Change in Control, conditioned on the effectiveness of a Release signed by you, you will be
entitled to the following compensation from the Company upon the termination of your employment, which is in lieu of any other severance pay or employment benefits to which you might otherwise be
entitled (whether contractual, under a severance plan, the WARN Act, any other applicable law, or otherwise):



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In
addition, the Company will continue to vest all of your Awards that would have otherwise vested during the twenty-four (24) month period beginning on the date of
termination and such Awards will continue to vest and, if applicable, be exercisable during such twenty-four (24) month period. "Awards" means any option to acquire common stock,
restricted stock award, stock appreciation right or similar equity-based award granted under the Trammell Crow Long-Term Incentive Plan or any other

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option or equity-based incentive plan sponsored by the Company. Except as described in this Section 4(c), in the event of your termination by us without Cause or by you for Good Reason, you
will forfeit all rights to any other compensation.



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5.Compensation Upon Termination Occurring On or Within Two Years After a Change in Control. After a
Change in Control and on or before the second anniversary of such Change in Control, conditioned on the effectiveness of a Release signed by you, you will be entitled to the following compensation
from the Company upon termination of your employment (including a termination resulting from the delivery of a Non-Renewal Notice by the Company during such two-year period),
which shall be in lieu of any other severance pay or employment benefits to which you might otherwise be entitled (whether contractual, under a severance plan, the WARN Act, any other applicable law,
or otherwise):



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In
addition, the Company will continue to vest all of your Awards that would have otherwise vested during the twenty-four (24) month period beginning on the date of
termination and such Awards will continue to vest and, if applicable, be exercisable during such twenty-four (24) month period. Except as described in this Section 5(c), in
the event of your termination by us without Cause or due to a Non-Renewal election made by the Company as provided in Section 3(e)(ii) and in the definition of Change in
Control or by you for Good Reason, you will forfeit all rights to any other compensation.



6.Other Provisions Relating to Termination.



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7.Confidential Information.



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8.Non-Competition; Non-Solicitation. (a) You acknowledge and agree
that your use of Confidential Information in the conduct of business on behalf of a competitor of the Company would constitute unfair competition with the Company. Accordingly, as a material
inducement to the Company to enter into this Agreement, to protect the Company's Confidential Information, in consideration for the compensation and other benefits payable hereunder to you, for the
benefits to you of having access to Confidential Information during the Employment Period and for other good and valuable consideration, you hereby covenant and agree that, during the Term of
Non-Competition, you will not directly or indirectly, individually or as an officer, director, manager, employee, shareholder, consultant, contractor, partner, member, joint venturer,
agent, equity owner or in any capacity whatsoever:



Notwithstanding
the foregoing, the Company agrees that you may own less than one percent of the outstanding voting securities of any publicly traded company that is a Competing Business
so long as you do not otherwise participate in such competing business in any way prohibited by this Section.



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9.Gross-Up for Certain Taxes. If any of the payments or benefits due to you under this
Agreement result in your liability for any excise taxes pursuant to Internal Revenue Code ("Code") Section 4999 ("Excise Tax") (whether at the
time of payment or upon a later IRS audit), the Company will reimburse you for the amount of such Excise Tax plus all federal, state and local taxes applicable to the Company's payment of such Excise
Taxes, including any additional taxes due under Section 4999 of the Code with respect to payments made pursuant to this provision. Calculations for these purposes will assume the highest
marginal rate for individuals applicable at the time of calculation. The intent of thisSection 9is that the Company will pay you an additional
amount (the "Gross-Up Payment") such that the net amount retained by you after deduction of (i) any Excise Tax imposed on any such
payment or benefit; and (ii) any excise tax, federal, state or local income, payroll, and/or other taxes, imposed on the Gross-Up Payment, will equal the amount of such payment or
benefit reduced by all applicable taxes on such amount other than the Excise Tax.

10.Successors; Binding Agreement. (a) This Agreement may not be assigned by you other than
by will or by the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by your personal and legal representatives, executors, administrators, heirs,
distributees, devisees and legatees. This Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns.



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11.Miscellaneous.



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By
signing and countersigning this Agreement in the appropriate space set forth below, we and you have agreed to be bound by the terms and conditions set forth herein, effective as of
July 1, 2002.

| |  | Sincerely, TRAMMELL CROW COMPANY,a Delaware corporation
| |  | -------------------------------------------------------
| |  | By:                                                    
| |  | Name:                                                  
| |  | Title:                                                 

|                                              |  | Address: | Trammell Crow Company
2001 Ross Avenue, Suite 3400
Dallas, Texas 75201
Attention: General Counsel
Telephone: (214) 863-3000
Fax: (214) 863-3125
|--------------------------------------------- |  | -------- | -----------------------------------------------------------------------------------------------------------------------------------------------
|ACKNOWLEDGED AND AGREED BY EXECUTIVE:        
|/s/ROBERT E. SULENTICName: Robert E. Sulentic |  |          |                                                                                                                                                

|Address:                           | [INTENTIONALLY OMITTED] |  | 
|---------------------------------- | ----------------------- |  | 
|Telephone: [INTENTIONALLY OMITTED] |                         | 
|Fax: (214) 863-3125                |                         | 

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