Exhibit 10.2

                              EMPLOYMENT AGREEMENT



         MEMORANDUM OF AGREEMENT made as of the 22nd day of May, 2001.

BETWEEN:

                         GREGORY F. HANSON
                         of 135 Nod Road of the Town of Ridgefield, Connecticut,

                         (hereinafter referred to as the "Executive"),

                                                        OF THE FIRST PART,

                                    - and -

                         TRIZEC HAHN CORPORATION,
                         a corporation existing under the laws
                         of the Province of Ontario,

                         (hereinafter referred to as "TrizecHahn"),

                                                        OF THE SECOND PART.

         WHEREAS the Executive has agreed to become the Chief Financial Officer
of TrizecHahn effective as of June 1, 2001 on the terms and conditions set out
herein;

         AND WHEREAS the Executive and TrizecHahn have agreed to enter into this
Agreement in order to provide for the terns and conditions upon which the
Executive shall be employed by TrizecHahn;

         NOW THEREFORE in consideration of the respective covenants hereinafter
set forth, and in consideration of $1.00 paid by each party to the other and for
other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto agree as follows:

1.       Definitions

         In this Agreement:

         (a) "Agreement" means this Agreement, as amended from time to time
hereafter;

         (b) "business day" means any day other than a Saturday or Sunday upon
which banks are open for business in Toronto, Ontario;


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         (c) "Cause" means a determination by the Chief Executive Officer of
TrizecHahn, after permitting the Executive a reasonable opportunity to be heard,
that any of the following has occurred:

              (i) wilful and continued failure by the Executive to substantially
    perform the Executive's duties with TrizecHahn (other than any such failure
    resulting from his incapacity due to physical or mental illness) after a
    demand for substantial performance improvement has been delivered in writing
    to the Executive by the Board of Directors or the Chairman or the Chief
    Executive Officer of TrizecHahn which specifically identifies the manner in
    which the Board of Directors, the Chairman or the Chief Executive Officer,
    as the case may be, believes that the Executive has not substantially
    performed his duties;

              (ii) wilful engaging by the Executive in misconduct which is
    materially injurious to TrizecHahn or a subsidiary, monetarily or otherwise;
    or

              (iii) the conviction of the Executive of a criminal offense
    involving dishonesty or other moral turpitude;

provided that no act, or failure to act, on the Executive's part shall be
considered "wilful" unless a determination is made by the Chief Executive
Officer that such act or failure to act by the Executive was in bad faith and
was without reasonable belief by the Executive that such act or failure to act
was in the best interests of TrizecHahn;

         (d) "Effective Date" means June 1, 2001;

         (e) "Permanent Incapacity" means permanent or total disability within
the meaning of the long term disability insurance policy or policies maintained
by TrizecHahn and applicable from time to time for the benefit of the Executive,
which disability entitles the Executive to the maximum benefits payable under
such policy or policies;

         (f) "person" includes an individual, body corporate, partnership,
unincorporated syndicate, unincorporated organization, trust, trustee, executor,
administrator or other legal representative;

         (g) "Renewal Period" has the meaning ascribed thereto in Section 3
hereof; and

         (h) "Salary" has the meaning ascribed thereto in Section 5(a) hereof;

2.       Employment and Acceptance

         On and subject to the terms and conditions of this Agreement,
TrizecHahn shall employ the Executive on the terms and conditions set forth
herein and the Executive hereby accepts such employment.


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3.       Term of Employment

         The initial term of employment of the Executive hereunder shall be for
a period of two years, commencing on the Effective Date. The Executive's
employment hereunder will continue for successive one-year periods (each a
"Renewal Period") unless one party gives the other notice of its decision not to
continue the Executive's employment, which notice must be given at least four
months prior to the expiry of the initial term of employment or the applicable
Renewal Period, as the case may be. The parties agree that not later than
January 31 of each year of this Agreement commencing in 2003 they will discuss
the intentions of each party with respect to the renewal or non-renewal of the
Executive's employment with TrizecHahn, so as to allow each party adequate time
to make alternative arrangements in the event that it is apparent that such
employment will not be renewed effective June 1 of such year.

4.       Responsibilities

         (a) Duties. The Executive shall serve as the Chief Financial Officer of
TrizecHahn during the term of his employment hereunder, unless the Executive and
TrizecHahn otherwise mutually agree. The Executive shall perform such duties and
exercise such powers as may from time to time be prescribed by the Chief
Executive Officer or the Board of Directors of TrizecHahn; provided that the
duties and powers prescribed by the Chief Executive Officer and the Board of
Directors shall be commensurate in all respects with those customarily
associated with and incident to the position of Chief Financial Officer of
corporations of a size comparable to that of TrizecHahn.

         (b) Reporting. The Executive shall report directly to the Chief
Executive Officer of TrizecHahn.

         (c) Performance of Duties. In the performance of his duties, the
Executive shall act honestly, in good faith and in the best interests of
TrizecHahn and shall exercise the degree of diligence and responsibility that a
person holding the position of Chief Financial Officer of TrizecHahn would
reasonably be expected to exercise in comparable circumstances, subject always
to the instructions, control and direction of the Chief Executive Officer and
the Board of Directors of TrizecHahn. The Executive shall devote the whole of
his time, attention and ability during business hours to serving TrizecHahn, at
such TrizecHahn office location as may be appropriate, on an exclusive and
full-time basis, except during holidays, in case of illness or accident, or as
may be otherwise approved from time to time by the Chief Executive Officer of
TrizecHahn. The Executive shall be bound by and shall faithfully observe and
abide by all of the rules, regulations and corporate policies of TrizecHahn from
time to time in force which are brought to the attention of the Executive or of
which he should reasonably be aware.

         (d) Office Location. The Executive shall be provided with an office in
the executive offices of TrizecHahn in New York City.

5.       Compensation

         (a) Salary. TrizecHahn shall pay the Executive a salary (the "Salary")
of U.S.$500,000 per year from June 1, 2001 to May 31, 2002 and U.S.$550,000 per
year from June

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1, 2002 to May 31, 2003, payable in U.S. dollars not less frequently than
monthly in accordance with the usual practices of TrizecHahn less such
deductions as are required to be withheld by applicable law and regulation. The
Executive's Salary for any Renewal Period shall be the Salary in effect
immediately prior to the commencement of the Renewal Period unless otherwise
mutually agreed by the Executive and the Board of Directors or a committee of
the Board of Directors of TrizecHahn.

         (b) Bonuses. The Executive shall be paid a bonus by TrizecHahn in such
amount as shall be determined by the Board of Directors or by a committee of the
Board of Directors of TrizecHahn in accordance with the policies and procedures
established by the Board of Directors or such committee from time to time, in
order to award the Executive for his performance and the performance of
TrizecHahn during the applicable period. The bonus payable to the Executive
shall be so determined in respect of the seven-month period ending on December
31, 2001 and following that in respect of the twelve-month period(s) ending on
December 31 of each applicable year, provided that in the event one party gives
notice to the other party that the Executive's employment will not be continued
beyond May 31, 2003 or the conclusion of the applicable Renewal Period, as the
case may be, in accordance with Section 3, the Executive shall receive a bonus
in respect of the five-month period ending on May 31 in the final year of the
Executive's employment. The bonus payable to the Executive during the
Executive's employment hereunder will be a minimum of 50% and a maximum of 100%
of his Salary during the applicable period, with a target of 70% of his Salary
during the applicable period. After the Effective Date, and from time to time
thereafter, tile Executive and TrizecHahn will mutually agree to performance
targets against which the performance of the Executive will be assessed in order
to determine his bonus for the applicable periods.

         (c) Signing Bonus. The Executive will receive a signing bonus of
U.S.$250,000 upon the execution of this Agreement.

         (d) Tax Protection. The provisions of this Section 5(d) are intended to
compensate the Executive for the any tax detriment actually incurred by the
Executive solely as a result of all or a portion of his Salary and bonus from
TrizecHahn being subject to Canadian income or employment taxes. If the
Executive pays any significant amount of Canadian income or employment taxes on
the Salary or bonus received by him from TrizecHahn for a calendar year,
TrizecHahn will make a tax equalization payment to the Executive sufficient to
permit the Executive to retain a net after-tax amount equal to the difference
between the total income and employment taxes paid to taxing authorities in the
United States and Canada on such Salary and bonus over the hypothetical income
tax that would have been payable on such Salary and bonus if such Salary and
bonus had been subject only to United States federal, state and local income and
employment taxes. The equalization payment for a calendar year shall be payable
within ninety days following the later of (i) the filing of all United States
and Canadian tax returns for the calendar year by the Executive and (ii) the
receipt by TrizecHahn of sufficient written documentation from the Executive to
calculate the payment. The tax equalization payment for each year will be
calculated reasonably and in good faith by an independent accounting firm
selected by TrizecHahn (which may be TrizecHahn's regular accounting firm) and,
absent manifest error, the determination of such accounting firm (including,
without limitation, with respect to the application of foreign tax credits and
the allocation of deductions) shall be binding on the parties hereto. The
accounting firm shall calculate the "gross up" portion of the tax

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equalization payment on the assumption that such payment is subject only to
United States federal, state and local income and employment taxes. TrizecHahn
shall have the right to replace the provisions of this section with an
alternative arrangement that is intended to provide the Executive with a
substantially equivalent benefit.

6.       Stock Options

         In order to induce the Executive to accept employment with TrizecHahn
on the basis contemplated herein, on May 11, 2001 the Compensation Committee of
the Board of Directors granted the Executive non-assignable options under the
stock option plan of TrizecHahn to purchase 600,000 subordinate voting shares.
Of such options, the strike price of options to purchase one tranche of 200;000
subordinate voting shares will be Cdn$25.46 and these options will be
exercisable on or after June 1, 2002; the strike price of options to purchase
another tranche of 200,000 subordinate voting shares will be Cdn$26.96 and these
options will be exercisable on or after June 1, 2003; and the strike price of
options to purchase the third tranche of 200,000 subordinate voting shares will
be Cdn$28.46 and these options will be exercisable on or after June 1, 2004. All
of such options shall expire seven years from the date on which they were
granted to the Executive provided, however, that in the event the Executive's
employment hereunder is terminated, the right of the Executive to thereafter
exercise such stock options shall be as set forth in Section 10(h) below. Except
as otherwise provided herein, all other terms and conditions of such stock
options shall be as set forth in the stock option plan of TrizecHahn presently
in effect. The Executive acknowledges having received a copy of such stock
option plan.

7.       Expenses

         (a) If the Executive is required to relocate his place of residence in
connection with a relocation of his employment from TrizecHahn's New York City
executive offices, TrizecHahn shall pay to the Executive such amount as may be
required to ensure that the amount received by the Executive, net of any income
tax payable or deduction required to be withheld by or under applicable law and
regulation, is equal to the reasonable relocation expenses incurred by the
Executive in connection with such relocation, which expenses shall be supported
by such documentation as TrizecHahn may require. TrizecHahn may require the
Executive to provide evidence of the payment of any such income tax on the
amount paid to the Executive under this Section 7(a).

         (b) Subject to such policies as may from time to time be established by
the Board of Directors or a committee of the Board of Directors of TrizecHahn
from time to time, TrizecHahn shall pay or reimburse the Executive for all
reasonable authorized travel and other out-of-pocket expenses actually incurred
by the Executive in the performance of the Executive's duties under this
Agreement upon presentation of such expense statements or vouchers or such other
supporting information as TrizecHahn may require.

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8.       Benefits

         (a) The Executive will be entitled to fully participate in the benefit
plans generally available to the senior officers of TrizecHahn from time to time
on the same terns as are generally applicable to such senior officers from time
to time.

         (b) TrizecHahn will provide a car for the use of the Executive during
the term of his employment, which car will be comparable to the Mercedes E320
the Executive currently drives.

9.       Vacation

         The Executive will be entitled to four weeks of paid vacation per
twelve-month period. A portion of any such vacation that is not used by the
Executive in a particular twelve-month period may be carried forward into future
periods subject to and in accordance with TrizecHahn's unused vacation policy in
effect from time to time.

10.      Termination of Employment

         The following terns and provisions shall apply to the termination of
the Executive's employment hereunder:

         (a) Termination For Cause. TrizecHahn may terminate the Executive's
employment at any time for Cause without payment of any compensation of any
nature or land including, without limitation, by way of anticipated earnings,
damages or payment in lieu of notice. Notwithstanding the foregoing, in the
event that any portion of the Executive's Salary has been earned but not paid or
any expenses referred to in Section 7 have been incurred by the Executive but
not reimbursed, in each case to the date of termination of his employment, such
amounts shall be paid to the Executive within 15 business days following such
date of termination.

         (b) Death. If the Executive's employment is terminated by reason of the
Executive's death, the Executive's estate will be entitled to receive and
TrizecHahn shall pay or cause to be paid to them or it, as the case may be, the
amounts specified in the benefit and insurance plans of TrizecHahn as being
payable on the death of the Executive, such sums to be paid in accordance with
the provisions of those plans as then in effect. In the event that any portion
of the Executive's Salary has been earned but not paid or any expenses referred
to in Section 7 have been incurred by the Executive but not reimbursed, in each
case to the date of death, such amounts shall be paid to the Executive's estate
within 15 business days thereafter. In addition, the minimum bonus calculated in
accordance with Section 5(b) in respect of the period, if any, in respect of
which the Executive was not paid a bonus ending on the date of death shall be
paid to the Executive's estate within 15 business days after the date of death.

         (c) Permanent Incapacity. In the event of the Permanent Incapacity of
the Executive, his employment may thereupon be terminated by TrizecHahn and, in
such event, TrizecHahn shall pay or cause to be paid to the Executive the
amounts specified in the benefit and insurance plans of TrizecHahn as being
payable in the event of the permanent incapacity or

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disability of the Executive, such sums to be paid in accordance with the
provisions of those plans as then in effect. In addition, in the event that any
portion of the Executive's Salary has been earned but not paid or any expenses
referred to in Section 7 have been incurred by the Executive but not reimbursed,
in each case to the date of termination of his employment, such amounts shall be
paid to the Executive within 15 business days following such date of
termination.

         (d) Termination by Executive. The Executive may terminate his
employment with TrizecHahn upon giving one month's written notice, or such
shorter period of notice as TrizecHahn may accept. In the event that any portion
of the Executive's Salary has been earned but not paid or any expenses referred
to in Section 7 have been incurred by the Executive but not reimbursed, in each
case to the date of termination of his employment, such amounts shall be paid to
the Executive within 15 business days following such date of termination.

         (e) Other Termination Events. As indicated in Section 3 above, unless
one party gives the other party notice of its decision not to continue the
Executive's employment beyond the initial term or the applicable Renewal Period,
as the case may be, the Executive's employment hereunder will not continue
beyond the end of the initial term or applicable Renewal Period, as the case may
be. TrizecHahn also may terminate the Executive's employment at any time for any
reason other than as contemplated above in this Section 10 by providing written
notice to the Executive to that effect, in which event the termination shall
take effect as at such time when such notice is received by the Executive; for
greater certainty, this shall include any termination by way of constructive
dismissal.

         (f) Compensation Payable if Employment Not Continued. In the event
either party provides notice in accordance with Section 3 that the Executive's
employment with TrizecHahn will not continue beyond the end of the initial two
year term hereunder or the applicable Renewal Period, as the case may be,
TrizecHahn shall pay to the Executive by lump sum payment within 15 business
days following the Executive's termination of employment the following amounts:

              (i) if not theretofore paid, the Executive's Salary to and
    including the date of termination, the bonus payable to the Executive in
    respect of the five-month period ending on May 31 in the year of termination
    and any expenses referred to in Section 7 that have been incurred by the
    Executive but not been reimbursed; and

              (ii) an amount equal to the aggregate of (x) twelve months Salary
    using the Salary in effect at the time of termination, (y) twelve-fifths
    (12/5) the bonus paid to the Executive in respect of the five-month period
    ending on May 31 in the year of termination, and (z) an amount equal to the
    present cash value to the Executive determined on an annual basis of all
    benefits provided to the Executive immediately prior to the termination of
    his employment, as determined in good faith by the Board of Directors or a
    committee of the Board of Directors of TrizecHahn.

         (g) Compensation Payable if Employment Otherwise Terminated. In the
event that the Executive's employment is terminated by TrizecHahn as
contemplated in the last sentence of Section 10(e) above or is terminated by the
Executive following a Change in Control

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of TrizecHahn as contemplated in Schedule A hereto, TrizecHahn shall pay to the
Executive by lump sum payment within 15 business days thereafter the following
amounts:

              (i) if not theretofore paid, the Executive's Salary to and
    including the date of termination together with any expenses referred to in
    Section 7 that have been incurred by the Executive but not reimbursed;

              (ii) if the Executive's employment is terminated as contemplated
    in this Section 10(g) on or prior to May 31, 2002, an amount equal to the
    aggregate of (x) the Salary that would have been paid to the Executive had
    he continued to be employed to May 31, 2003, using the Salary in effect at
    the time of termination of employment, (y) seventeen-sevenths (17/7) the
    bonus paid to the Executive in respect of the seven-month period ended
    December 31, 2001 or, if the termination of the Executive's employment
    occurs before that bonus has been determined by the Board of Directors or a
    committee of the Board of Directors and paid to the Executive,
    twenty-four-sevenths (24/7) the minimum bonus payable to the Executive in
    respect of the seven-month period ended December 31, 2001 as contemplated in
    Section 5(b) above, and (z) an amount equal to the present cash value to the
    Executive determined over the period between the date of termination of his
    employment and May 31, 2003 of all benefits provided to the Executive
    immediately prior to the termination of his employment, as determined in
    good faith by the Board of Directors or a committee of the Board of
    Directors of TrizecHahn; and

              (iii) if the Executive's employment is terminated as contemplated
    in this Section 10(g) at any tare on or after June 1, 2002, an amount equal
    to the aggregate of (x) twelve-months Salary using the Salary in effect at
    the time of termination of his employment, (y) the most recent bonus paid to
    the Executive, pro rated to a twelve-month period to the extent the bonus
    was paid respect of a period of less than twelve months, and (z) an amount
    equal to the present cash value to the Executive determined on an annual
    basis of all benefits provided to the Executive immediately prior to the
    termination of his employment, as determined in good faith by the Board of
    Directors or a committee of the Board of Directors of TrizecHahn.

         (h)   Stock Options.

              (i) In the event that the Executive's employment with TrizecHahn
    is terminated as contemplated in Section 10(a) above, all options shall
    terminate and be of no further force or effect effective on the date of such
    termination.

              (ii) In the event that the Executive's employment with TrizecHahn
    is terminated as contemplated in Sections 10(b) or (c) above, the Executive
    or his legal personal representatives, as the case may be, shall have the
    right to exercise all of the Executive's options, whether or not vested at
    the date of death or date of termination, as applicable, for a period of one
    year following the date on which the Executive ceases to be an employee of
    TrizecHahn.


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              (iii) In the event that the Executive's employment with TrizecHahn
    is terminated as contemplated in Section 10(d) above, the Executive shall
    have period of 30 days following the date on which the Executive's
    employment terminates to exercise any options that were exercisable prior to
    such termination and all other options shall terminate and be of no further
    force or effect effective on the date of such termination.

              (iv) In the event that the Executive's employment with TrizecHahn
    is terminated as contemplated in Sections 10(f) above, the Executive shall
    be entitled to exercise all of the Executive's options, whether or not
    vested, for a period of one year following the date of termination.

              (v) In the event that the Executive's employment with TrizecHahn
    is terminated as contemplated in Section 10(g) above, the Executive shall be
    entitled to exercise all of the Executive's options, whether or not vested
    at the date of termination, for a period of one year following the date of
    termination.

              (vi) Any stock options that are not exercised for any reason
    whatsoever on or prior to the date on which the Executive is thereafter
    precluded from exercising same as provided above shall thereupon be
    terminated without any further act required by either TrizecHahn or the
    Executive and the Executive shall not be entitled to any compensation of any
    nature or kind in respect thereof.

         (i) Statutory Deductions. All payments required to be made to the
Executive or his estate under this Section 10 shall be made net of all
deductions required to be withheld by applicable law and regulation.

         (j) Fair and Reasonable, etc. The parties acknowledge and agree that
the payments contained in this Section are fair and reasonable and the Executive
acknowledges and agrees that such payments are inclusive of any notice or pay in
lieu of notice, severance pay or damages to which he would otherwise be entitled
to under statute, pursuant to common law or otherwise in the event that his
employment is terminated pursuant to or as contemplated in such Section. The
parties further agree that upon any termination of the employment of the
Executive and the payment to the Executive or his estate, as the case may be, of
the amounts contemplated above in this Section, as well as any expenses which
the Executive is entitled to have reimbursed as contemplated in Section 7 above,
the Executive shall have no action, cause of action, claim or demand of any
nature or kind whatsoever against TrizecHahn or against any other person as a
consequence of, in respect of or in connection with this Agreement or such
termination of the Executive's employment.

         (k) Return of Property. Upon any termination of the employment of the
Executive by the Executive or by TrizecHahn as contemplated herein, the
Executive or the Executive's estate shall at once deliver or cause to be
delivered to TrizecHahn all books, documents, effects, money, securities, credit
cards or other property belonging to TrizecHahn or for which TrizecHahn is
liable to others, which are in the possession, charge, control or custody of the
Executive.


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11.      Confidentiality

         The Executive shall not (either during the term of his employment by
TrizecHahn or at any time thereafter) disclose any information relating to the
private or confidential affairs of TrizecHahn or relating to any secrets of
TrizecHahn to any person other than for the purposes of TrizecHahn or use any
such information for any purpose whatsoever other than for the purposes of
TrizecHahn; provided, however, that the Executive may disclose such information
to his personal lawyers, accountants and other professional advisors where it is
necessary to do so in order to obtain their professional advice and assistance
from time to time and further provided that the Executive may make any
disclosures required under applicable laws.

12.      Arbitration

         (a) In the event of any dispute arising out of or relating to the
rights and obligations of the parties under this Agreement, the parties shall
use their respective best efforts to settle such dispute. To this effect, they
shall consult and negotiate with each other in good faith to reach a just and
equitable solution satisfactory to both parties or, at the request of either
party, the dispute shall be referred to non-binding mediation by a mediator
mutually agreed by the parties. If the parties do not reach a solution or agree
to the solution resulting from the non-binding mediation within 30 days of the
commencement of consultation, negotiation or non-binding mediation, whichever is
earlier, then upon notice by one party to the other, the dispute shall be
finally settled by arbitration pursuant to the provisions of the American
Arbitration Association, as the same may be amended, supplemented or replaced
from time to time before or after the date of this Agreement. For greater
certainty, National Rules for the resolution of Employment Disputes of the
American Arbitration Association shall be used in any such arbitration.

         (b) The arbitration tribunal shall consist of one arbitrator appointed
by the mutual agreement of the parties or, in the event of failure to so agree
within 30 days of notice by either party pursuant to Section 12(a), the
arbitrator will be appointed in accordance with, and shall meet the
qualifications under, the National Rules for the resolution of Employment
Disputes of the American Arbitration Association.

         (c) The arbitrator shall be instructed that time is of the essence in
proceeding with his determination of any dispute.

         (d) The arbitration shall be conducted in New York City, New York, on
such procedural basis as the arbitrator may determine.

         (e) The arbitration award shall be given in writing, shall be final and
binding on the parties and not subject to review or appeal for any reason
whatsoever and shall deal with the question of costs of the arbitration and all
matters relating thereto.

13.      Miscellaneous

         (a) Notices. Any notice required or permitted to be given hereunder
shall be sufficiently given if delivered personally or mailed by pre-paid
registered mail addressed to

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TrizecHahn at BCE Place, 181 Bay Street, Suite 3900, Toronto, Ontario M5J 2T3,
Attention: General Counsel, or to the Executive at the executive offices of
TrizecHahn in the New York City or at his last place of residence contained in
the records of TrizecHahn. Any such notice, if delivered, shall be deemed to
have been given upon its delivery and if mailed as aforesaid, shall be deemed to
have been given on the fourth business day following the date of mailing. Any
party hereto may change its address for notice by notice given to each party
hereto in accordance with the foregoing.

         (b) Time of Essence. Time shall be of the essence of this Agreement and
of every provision hereof.

         (c) Divisions and Headings. The division of this Agreement into
Articles, Sections and clauses and the insertion of headings are for convenience
of reference only and shall not affect the construction or interpretation
hereof.

         (d) Gender and Number. In this Agreement, unless the context otherwise
requires, words importing the singular include the plural and vice versa and
words importing gender include all genders.

         (e) Severability. The invalidity or unenforceability of any provision
or part of any provision of this Agreement shall not affect the validity or
enforceability of any other provision or part thereof and any such invalid or
unenforceable provision or part thereof shall be deemed to be severable, and no
provision or part thereof shall be deemed dependent upon any other provision or
part thereof unless expressly provided for herein.

         (f) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior discussions, understandings and arrangements between the
parties in respect thereof. No amendment, waiver or termination of this
Agreement shall be binding unless executed in writing by each party to be bound
thereby. No waiver of any provision of this Agreement shall be deemed to or
shall constitute a waiver of any other provision and no such waiver shall
constitute a continuing waiver unless otherwise expressly provided.

         (g) Successors and Assigns. This Agreement shall not be assignable by
any of the parties hereto without the prior written consent of each other party,
but subject thereto shall enure to the benefit of and be binding upon the
parties hereto and their respective legal personal representatives, successors
and assigns.

         (h) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.


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         IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.

SIGNED, SEALED AND DELIVERED        )
         in the presence of         )
                                    )
/s/ Tricia Neylan                   )          /s/ Gregory F. Hanson
---------------------------------              ---------------------------------
                                    )          GREGORY F. HANSON

                                               TRIZECHAHN CORPORATION



                                               by /s/ Christopher Mackenzie
                                                  -------------------------
                                                  Christopher Mackenzie
                                                  Chief Executive Officer

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                                   SCHEDULE A

             Termination Following Change in Control of TrizecHahn

1.   As used in this Schedule, the following terms have the following meanings:

     (a)  "Board" means the board of directors of TrizecHahn;

     (b)  "Change in Control" means:

          (i) the date upon which the following three conditions shall have been
satisfied:

              (A)  the MVS shall have been converted into SVS in accordance with
                   their terms (the "Conversion");

              (B)  a person or group (other than Mr. Peter Munk) holds shares
                   and/or other securities which, directly or after conversion,
                   exercise or exchange thereof, would entitle the holders
                   thereof to cast 20% or more of the votes attached to the
                   outstanding Voting Shares; and

              (C)  a change in the composition of the Board within two years
                   after the date of Conversion such that the directors of
                   TrizecHahn in office immediately before the date of
                   Conversion cease to constitute a majority of the Board; or

          (ii) the date upon which the following two conditions shall have been
satisfied:

              (A)  the Conversion shall have occurred, and

              (B)  a person or group (other than Mr. Peter Munk) holds shares
                   and/or other securities which, directly or after conversion,
                   exercise or exchange thereof, would entitle the holders
                   thereof to cast 35% or more of the votes attached to the
                   outstanding Voting Shares; or

          (iii) the date upon which the following two conditions shall have been
satisfied:

              (A)  a majority of the MVS are beneficially owned, or control or
                   direction is exercised over a majority of the MVS, by any
                   person or group, other than Mr. Peter Munk or a member of his
                   immediate family ("Change in Ownership"); and

              (B)  there is a change in the composition of the Board within two
                   years after the date of the Change in Ownership such that the
                   directors of TrizecHahn in office immediately before the date
                   of the Change in Ownership cease to constitute a majority of
                   the Board; or

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<PAGE>

          (iv) the date upon which the following two conditions shall have been
satisfied:

              (A)  the shareholders of TrizecHahn shall have approved (1) an
                   amalgamation or merger of TrizecHahn with any other
                   corporation (other than a direct or indirect subsidiary), (2)
                   any other business combination or consolidation; (3) a plan
                   for the liquidation of TrizecHahn, or (4) an agreement for
                   the sale or disposition of all or substantially all of the
                   assets of TrizecHahn (any one of which is hereinafter
                   referred to as a "Corporate Reorganization"); and

              (B)  within two years following a Corporate Reorganization, a
                   majority of the Board of the amalgamated or merged entity or
                   successor entity into which TrizecHahn was liquidated or
                   which acquired substantially all of the assets of TrizecHahn
                   is not comprised of individuals who were directors of
                   TrizecHahn immediately before the Corporate Reorganization;
                   or

          (v) the date upon which the following two conditions shall have been
satisfied:

              (A)  either of the Conversion, a Change in Ownership or a
                   Corporate Reorganization shall have occurred; and

              (B)  a person other than Christopher Mackenzie is appointed as
                   Chief Executive Officer of the amalgamated or merged entity
                   or successor entity into which TrizecHahn was liquidated or
                   which acquired substantially all of its assets (provided,
                   however, that if Christopher Mackenzie is offered such
                   appointment but declines to accept it, it is acknowledged and
                   agreed that no Change in Control shall have occurred); or

          (vi) the date upon which Mr. Christopher Mackenzie ceases to be the
Chief Executive Officer of TrizecHahn for any reason other than the voluntary
termination of such employment by Mr. Mackenzie;

     (c) "ZVIVS" means the outstanding Multiple Voting Shares in the capital of
TrizecHahn at any time;

     (d) "person" includes, without limitation, an individual, corporation,
partnership, joint venture, association, trust, firm, unincorporated
organization or other legal or business entity;

     (e) "SVS" means the outstanding Subordinate Voting Shares in the capital of
TrizecHahn at any time; and

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<PAGE>

     (f) "Voting Shares" means any security of TrizecHahn carrying a right to
vote for the election of directors of TrizecHahn under all circumstances or
under circumstances that have occurred and are continuing.

2.   At any time during the period commencing on the date that is three months
following a Change in Control and ending on the date that is nine months
following a Change in Control, the Executive shall have the right to terminate
his employment with TrizecHahn at his sole discretion by providing notice in
writing to that effect to TrizecHahn. In that event, the Executive shall be
entitled to receive the payments, benefits and other rights outlined in Sections
10(g) and 10(h) of the annexed Agreement.

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