Exhibit 10.4

October 17,
2003

James
R. Groch
[XXXXXXXXX]
[XXXXXXXXX]

Dear
Jim

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, 2006; provided, that on December 31, 2006 and on each subsequent December 31, this Agreement will automatically be extended for one additional year unless, during the
four 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 or your legal
representative, 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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Notwithstanding
the provisions of any plan or agreement governing such an Award, the Company also will continue to vest all of your outstanding Awards that would have otherwise vested
during the

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eighteen
(18) month period beginning on the date of termination and such Awards will continue to vest and, if applicable, be exercisable during such eighteen (18) month period; provided,
that nothing set forth herein shall result in an extension of the term of any Award beyond the term of the Award that would be applicable absent any termination of your employment; provided further,
however, that, in the case of a termination of your employment pursuant to thisSection 4(c), if the terms of the plan or agreement governing
such Award are more favorable to you as to vesting or exercisability than the terms of this paragraph, then the more favorable term(s) of such Award agreement or plan (in lieu of the corresponding
less favorable term(s) in this paragraph) shall govern the vesting or exercisability, as the case may be, of such Award upon your termination. "Award"
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 option or equity-based incentive plan sponsored by the Company. Except as described in thisSection 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 or your legal representative, 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 or you 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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Notwithstanding
the provisions of any plan or agreement governing such an Award and without limitingSection 2(c), (A) the
Company will also continue to vest all of your outstanding Awards granted on or after a Change in Control that would have otherwise vested during the eighteen (18) month period beginning on the
date of termination and such Awards will continue to vest and, if applicable, be exercisable during such eighteen (18) month period and (B) all of your outstanding Awards that are vested
immediately prior to the date of termination shall be exercisable during the eighteen (18) month period beginning on the date of termination; provided, however, that nothing set forth herein
shall result in an extension of the term of any Award beyond the term of the Award that would be applicable absent any termination of your employment; provided, further, however, that, in the case of
a termination of your employment pursuant to thisSection 5(c), if the terms of the plan or agreement governing such Award are more favorable to
you as to vesting or exercisability than the terms of this paragraph, then the more favorable term(s) of such Award agreement or plan (in lieu of the corresponding less favorable term(s) in this
paragraph) shall govern the vesting or exercisability, as the case may be, of such Award upon your termination. 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
inSection 3(e)(ii)or by you for Good Reason (taking into account in each such case the definition of Change in Control), 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.



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 would otherwise 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 and you agree to use commercially reasonable efforts to restructure, in a manner reasonably acceptable to the Company and you,
such payments or benefits due to you so that such Excise Tax is eliminated or minimized to the extent permitted by applicable law; provided, however, that, without creating any implication as to
whether or not, under all the circumstances it would be unreasonable for you to refuse to defer receipt for a shorter period, the Company agrees that, regardless of the circumstances, it shall not be
unreasonable for you to refuse to defer receipt of a material portion of the payments or benefits due to you under thisSection 9for more than
six months after the date on which such payments or benefits would otherwise become due to you under this Agreement. If, despite the use of commercially reasonable efforts, the Company and you are
unable either to agree on any such restructuring or to restructure the payments or benefits due to you under this Agreement to eliminate such Excise Tax, 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 this Section 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.



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
October 17, 2003.

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

| | Name:  |  | Robert E. Sulentic                   
| | ------ |  | -------------------------------------
| | Title: |  | President and Chief Executive Officer

| | Address: |  | Trammell Crow Company
2001 Ross Avenue, Suite 3400
Dallas, Texas 75201
Attention: General Counsel
Telephone: (214) 863-3000
Fax: (214) 863-3125
| | -------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------

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ACKNOWLEDGED
AND AGREED BY EXECUTIVE:

|/s/JAMES R. GROCHName: James R. Groch
|-------------------------------------
|Address:                             

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