Exhibit 10.5











                                   TRIZECHAHN
                           DEFERRED COMPENSATION PLAN







<PAGE>



                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I       TITLE AND DEFINITIONS..........................................1
        1.1     Title..........................................................1
        1.2     Definitions....................................................1

ARTICLE II      PARTICIPATION..................................................4

ARTICLE III     DEFERRAL ELECTIONS.............................................5
        3.1     Elections to Defer Compensation................................5
        3.2     Investment Elections...........................................6

ARTICLE IV      DEFERRAL ACCOUNTS AND TRUST FUNDING............................6
        4.1     Deferral Accounts..............................................6
        4.2     Company Discretionary Contribution Account.....................7
        4.3     Trust Funding..................................................7

ARTICLE V       VESTING........................................................8

ARTICLE VI      DISTRIBUTIONS..................................................8
        6.1     Distribution of Deferred Compensation and Discretionary Company
                Contributions..................................................8
        6.2     Early Distributions...........................................10
        6.3     Hardship Distribution.........................................11
        6.4     Inability to Locate Participant...............................11
        6.5     Payment of Policy Premiums....................................11

ARTICLE VII     ADMINISTRATION................................................12
        7.1     Committee.....................................................12
        7.2     Committee Action..............................................12
        7.3     Powers and Duties of the Committee............................12
        7.4     Construction and Interpretation...............................13
        7.5     Information...................................................13
        7.6     Compensation, Expenses and Indemnity..........................13
        7.7     Quarterly Statements..........................................14
        7.8     Disputes......................................................14

ARTICLE VIII    MISCELLANEOUS.................................................15
        8.1     Unsecured General Creditor....................................15
        8.2     Restriction Against Assignment................................15
        8.3     Withholding...................................................15
        8.4     Amendment, Modification, Suspension or Termination............16
        8.5     Governing Law.................................................16
        8.6     Receipt or Release............................................16


<PAGE>


        8.7     Payments on Behalf of Persons Under Incapacity................16
        8.8     Limitation of Rights and Employment Relationship..............16
        8.9     Headings......................................................17



                                       ii
<PAGE>

                                   TRIZECHAHN
                           DEFERRED COMPENSATION PLAN


         WHEREAS, TrizecHahn Centers Inc. (the "Company") desires to establish
the TrizecHahn Deferred Compensation Plan to provide supplemental retirement
income benefits for a select group of management and highly compensated
employees through deferrals of salary and incentive compensation as well as
Company contributions effective as of February 1, 1998.

         NOW, THEREFORE, effective as of February 1, 1998, the Plan is hereby
adopted to read as follows:

                                   ARTICLE I

                              TITLE AND DEFINITIONS
                              ---------------------

    1.1  Title.
         -----

         This Plan shall be known as the TrizecHahn Deferred Compensation Plan.

    1.2  Definitions.
         -----------

         Whenever the following words and phrases are used in this Plan, with
the first letter capitalized, they shall have the meanings specified below.

         (a) "Account" or "Accounts" shall mean a Participant's Deferral Account
and/or Company Discretionary Contribution Account,

         (b) "Base Salary" shall mean a Participant's annual base salary,
excluding bonus, incentive and all other remuneration for services rendered to
Company and prior to reduction for any salary contributions to a plan
established pursuant to Section 125 of the Code or qualified pursuant to Section
401(k) of the Code.

         (c) "Beneficiary" or "Beneficiaries" shall mean the person or persons,
including a trustee, personal representative or other fiduciary, last designated
in writing by a Participant in accordance with procedures established by the
Committee to receive the benefits specified hereunder in the event of the
Participant's death (other than the death benefits described in Section
6.1(b)(1) unless such person is designated as a beneficiary under the Policy
described therein). No beneficiary designation shall become effective until it
is filed with the Committee. Any designation shall be revocable at any time
through a written instrument filed by the Participant with the Committee with or
without the consent of the previous Beneficiary. If there is no Beneficiary
designation in effect, then the person designated to receive the death benefit
specified in Section 6.1(b)(1) shall be the Beneficiary. However, no designation
of a Beneficiary other than the Participant's spouse shall be valid unless
consented to in writing by such spouse. If there is no such designation or if
there is no surviving designated Beneficiary, then the Participant's surviving
spouse shall be the Beneficiary. If there is no surviving spouse to receive any
benefits payable in accordance with the preceding sentence, the duly appointed
and currently acting personal representative of the Participant's estate (which
shall include either the Participant's probate estate

<PAGE>

or living trust) shall be the Beneficiary. In any case where there is no such
personal representative of the Participant's estate duly appointed and acting in
that capacity within 90 days after the Participant's death (or such extended
period as the Committee determines is reasonably necessary to allow such
personal representative to be appointed, but not to exceed 180 days after the
Participant's death), then Beneficiary shall mean the person or persons who can
verify by affidavit or court order to the satisfaction of the Committee that
they are legally entitled to receive the benefits specified hereunder. In the
event any amount is payable under the Plan to a minor, payment shall not be made
to the minor, but instead be paid (a) to that person's living parent(s) to act
as custodian, (b) if that person's parents are then divorced, and one parent is
the sole custodial parent, to such custodial parent, or (c) if no parent of that
person is then living, to a custodian selected by the Committee to hold the
funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect
in the jurisdiction in which the minor resides. If no parent is living and the
Committee decides not to select another custodian to hold the funds for the
minor, then payment shall be made to the duly appointed and currently acting
guardian of the estate for the minor or, if no guardian of the estate for the
minor is duly appointed and currently acting within 60 days after the date the
amount becomes payable, payment shall be deposited with the court having
jurisdiction over the estate of the minor. Payment by Company pursuant to any
unrevoked Beneficiary designation, or to the Participant's estate if no such
designation exists, of all benefits owed hereunder shall terminate any and all
liability of Company.

         (d) "Board of Directors" or "Board" shall mean the Board of Directors
of TrizecHahn Centers Inc.

         (e) "Bonuses" shall mean the incentive compensation earned during the
Company's fiscal year.

         (f) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (g) "Committee" shall mean the Committee appointed by the Board to
administer the Plan in accordance with Article VII.

         (h) "Company" shall mean TrizecHahn Centers Inc. and any successor
corporations. Company shall include each corporation which is a member of a
controlled group of corporations (within the meaning of Section 414(b) of the
Code) of which TrizecHahn Centers Inc. is a component member, if the Board
provides that such corporation shall participate in the Plan and such
corporation's governing board of directors adopts this Plan.

         (i) "Company Discretionary Contribution Account" shall mean the
bookkeeping account maintained by Company for each Participant that is credited
with an amount equal to the Company Discretionary Contribution Amount, if any,
and earnings and losses pursuant to Section 4.2.

         (j) "Company Discretionary Contribution Amount" shall mean, for each
Participant for a Plan Year, an additional discretionary amount allocated to a
Participant under this Plan as determined by the Committee. Such amount may
differ from Participant to Participant both in amount, including no
contribution, and as a percentage of Compensation.

                                       2
<PAGE>

         (k) "Company Mandatory Contribution" shall mean a contribution by the
Company for the benefit of a Participant in an amount necessary to pay the
premium for life insurance in an amount equal to two (2) times Base Salary.

         (l) "Compensation" shall mean Base Salary, and Bonuses that the
Participant is entitled to receive for services rendered to the Company.

         (m) "Deferral Account" shall mean the bookkeeping account maintained by
the Committee for each Participant that is credited with amounts equal to (1)
the portion of the Participant's Compensation that he or she elects to defer,
and (2) interest pursuant to Section 4.1.

         (n) "Distributable Amount" shall mean the sum of the amounts credited
to a Participant's Deferral Account and Company Discretionary Contribution
Account.

         (o) "Early Distribution" shall mean an election by a Participant in
accordance with Section 6.2 to receive a withdrawal of amounts from his or her
Deferral Account and Company Discretionary Contribution Account prior to the
time in which such Participant would otherwise be entitled to such amounts.

         (p) "Effective Date" shall mean February 1, 1998.

         (q) "Eligible Employee" shall mean individuals employed in the United
States who are either (i) management and highly compensated employees designated
by the Committee for participation in this Plan, or (ii) officers of the Company
who are Vice Presidents and above.

         (r) "Fund" or "Funds" shall mean one or more of the investment funds
selected by the Committee pursuant to Section 3.2(b).

         (s) "Hardship Distribution" shall mean a severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of his or her Dependent (as defined in Section 152(a) of the
Internal Revenue Code of 1986, as amended), loss of a Participant's property due
to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. The
circumstances that would constitute an unforeseeable emergency will depend upon
the facts of each case, but, in any case, a Hardship Distribution may not be
made to the extent that such hardship is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by liquidation of
the Participant's assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship, or (iii) by cessation of deferrals under
this Plan.

         (t) "Initial Election Period" for an Eligible Employee shall mean the
15-day period prior to February 1, 1998 or the 30-day period following the time
an individual becomes an Eligible Employee.

         (u) "Interest Rate" shall mean, for each Fund, an amount equal to the
net rate of gain or loss on the assets of such Fund during each month.

                                       3

<PAGE>

         (v) "Participant" shall mean any Eligible Employee who becomes a
Participant in accordance with Section 2.1.

         (w) "Payment Date" shall mean the time as soon as practicable after (1)
the first day of the month following the end of the calendar quarter in which
the Participant's employment terminates for any reason, or (2) the Scheduled
Withdrawal Date.

         (x) "Plan" shall mean the TrizecHahn Deferred Compensation Plan set
forth herein, now in effect, or as amended from time to time.

         (y) "Plan Year" shall mean the initial period beginning on February 1,
1998 and ending on December 31, 1998 and thereafter the 12 consecutive month
period beginning on each January 1 and ending on each December 31.

         (z) "Policy" shall mean an insurance policy purchased in accordance
with the terms of this Plan.

         (aa) "Scheduled Withdrawal Date" shall be the distribution date elected
by the Participant for an inservice withdrawal of all amounts of Compensation
deferred in a given Plan Year, and earnings and losses attributable thereto, as
set forth on the election form for such Plan Year.

         (bb) "Termination of Employment" shall mean the Participant ceasing to
be an employee of the Company.

         (cc) "Trust" shall mean TrizecHahn Deferred Compensation Plan Trust.

                                   ARTICLE II

                                  PARTICIPATION
                                  -------------

         An Eligible Employee shall become a Participant in the Plan by (1)
electing to defer a portion of his or her Compensation in accordance with
Section 3.1, (2) filing a life insurance application form along with his or her
deferral election form, and (3) complying with such medical underwriting
requirements as determined by the life insurance carrier selected by the
Company. An Eligible Employee who completes the requirements of the preceding
sentence shall commence participation in this Plan as of the first day of the
month in which Compensation is deferred. In the event it is determined by the
Committee, that the proposed life insurance policy cannot be obtained in a cost
efficient manner after medical underwriting requirements have been met, the
Participant shall not be eligible to receive a death benefit under this Plan.

                                       4

<PAGE>

                                   ARTICLE III

                               DEFERRAL ELECTIONS
                               ------------------

    3.1  Elections to Defer Compensation.
         -------------------------------

         (a) Initial Election Period. Subject to the provisions of Article II,
each Eligible Employee may elect to defer Base Salary and/or Bonuses by filing
with the Committee an election that conforms to the requirements of this Section
3.1, on a form provided by the Committee, no later than the last day of his or
her Initial Election Period.

         (b) General Rule. The amount of Compensation which an Eligible Employee
may elect to defer is such Compensation earned on or after the time at which the
Eligible Employee elects to defer in accordance with Sections 1.2(t) and 3.1(a)
and shall be a flat dollar amount or a percentage of Base Salary and/or Bonus
which shall not exceed 100% of the Eligible Employee's Base Salary and/or 100%
of his Bonus, provided that the total amount deferred by a Participant shall be
limited in any calendar year, if necessary, to satisfy Social Security tax
(including Medicare), income tax withholding for Compensation that cannot be
deferred and employee benefit plan withholding requirements as determined in the
sole and absolute discretion of the Committee. The minimum contribution which
may be made in any Plan Year by an Eligible Employee shall not be less than
$5,000, provided such minimum contribution can be satisfied from either Base
Salary and/or Bonus deferrals.

         (c) Duration of Compensation Deferral Election. An Eligible Employee's
initial election to defer Base Salary must be filed before February 1, 1998 and
is to be effective for the next pay period. A Participant may increase, decrease
or terminate a deferral election with respect to Base Salary for any subsequent
Plan Year by filing a new election on or before December 15 which election shall
be effective on the first day of the next following Plan Year. An Eligible
Employee's Initial Election to defer Bonuses earned during the fiscal year ended
December 31, 1998 must be filed by February 1, 1998. Any subsequent election
with respect to Bonuses must be filed by December 15 of the year prior to the
year that the Bonuses are earned. All elections with respect to Bonuses are for
one Plan Year. In the case of an employee who becomes an Eligible Employee after
February 1, 1998, such Eligible Employee shall have 30 days from the date he or
she has become an Eligible Employee to make an Initial Election with respect to
Base Salary and Bonuses. Such election shall be for the remainder of the Plan
Year.

         (d) Elections other than Elections during the Initial Election Period.
Subject to the limitations of Section 3.1(b) above, any Eligible Employee who
fails to elect to defer Compensation during his or her Initial Election Period
may subsequently become a Participant, and any Eligible Employee who has
terminated a prior Compensation deferral election may elect to again defer
Compensation, by filing an election, on a form provided by the Committee, to
defer Compensation as described in Sections 3.1(b) and 3.1(c) above. An election
to defer Compensation must be filed on or before December 15 and will be
effective for Compensation earned during pay periods beginning after the
following January 1.


                                      5

<PAGE>

    3.2  Investment Elections.
         --------------------

         (a) At the time of making the deferral elections described in Section
3.1, the Participant shall designate, on a form provided by the Committee, the
types of investment funds the Participant's Account will be deemed to be
invested in for purposes of determining the amount of earnings to be credited to
that Account. In making the designation pursuant to this Section 3.2, the
Participant may specify that all or any multiple of his Deferral Account (equal
to or greater than 5% in whole percentage increments) be deemed to be invested
in one or more of the types of investment funds provided under the Plan.
Effective as of the end of any calendar quarter, a Participant may change the
designation made under this Section 3.2 by filing an election, on a form
provided by the Committee, at least 30 days prior to the end of such quarter. If
a Participant fails to elect a type of fund under this Section 3.2, he or she
shall be deemed to have elected the Money Market type of investment fund.

         (b) Although the Participant may designate the type of investment funds
in Section 3.2(a) above, the Committee shall not be bound by such designation.
The Committee shall select from time to time, in its sole discretion, a
commercially available investment fund of each of the types provided under the
Plan to be the funds. The Interest Rate of each such commercially available
investment fund shall be used to determine the amount of earnings or losses to
be credited to Participant's Account under Article IV.

         (c) Pursuant to the requirements of Section 2.1 a Participant must
complete a life insurance application before being eligible to participate in
this Plan. The life insurance death benefit will be an amount equal to a
multiple of the Participant's first-year deferral as set forth in Section
6.1(c).

                                   ARTICLE IV

                       DEFERRAL ACCOUNTS AND TRUST FUNDING
                       -----------------------------------

    4.1  Deferral Accounts.
         -----------------

         The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan. Each Participant's Deferral Account shall be further
divided into separate subaccounts ("investment fiend subaccounts"), each of
which corresponds to a investment fund elected by the Participant pursuant to
Section 3.2(a). A Participant's Deferral Account shall be credited as follows:

         (a) As of each payroll date, the Committee shall credit the investment
fund subaccounts of the Participant's Deferral Account with an amount equal to
Compensation deferred by the Participant during each pay period in accordance
with the Participant's election under Section 3.2(a); that is, the portion of
the Participant's deferred Compensation that the Participant has elected to be
deemed to be invested in a certain type of investment fund shall be credited to
the investment fund subaccount corresponding to that investment fund;

         (b) As of the last day of each month, each investment fund subaccount
of a Participant's Deferral Account shall be credited with earnings or losses in
an amount equal to that

                                       6

<PAGE>

determined by multiplying the balance credited to such investment fund
subaccount as of the last day of the preceding month plus contributions during
the current month commencing on the date such contributions are credited to the
investment fund subaccount by the Interest Rate for the corresponding fund
selected by the Company pursuant to Section 3.2(b).

         (c) In the event that a Participant elects for a given Plan Year's
deferral of Compensation to have a Scheduled Withdrawal Date, all amounts
attributed to the deferral of Compensation for such Plan Year shall be accounted
for in a manner which allows separate accounting for the deferral of
Compensation and investment gains and losses associated with such Plan Year's
deferral of Compensation.

    4.2  Company Discretionary Contribution Account.
         ------------------------------------------

         The Committee shall establish and maintain a Company Discretionary
Contribution Account for each Participant under the Plan. Each Participant's
Company Discretionary Contribution Account shall be further divided into
separate investment fund subaccounts corresponding to the investment fund
elected by the Participant pursuant to Section 3.2(a). A Participant's Company
Discretionary Contribution Account shall be credited as follows:

         (a) As of each payroll date during each Plan Year, the Committee shall
credit the investment fund subaccounts of the Participant's Company
Discretionary Contribution Account with an amount equal to the Company
Discretionary Contribution Amount, if any, applicable to that Participant, that
is, the proportion of the Company Discretionary Contribution Amount, if any,
which the Participant elected to be deemed to be invested in a certain type of
investment fund shall be credited to the corresponding investment fund
subaccount; and

         (b) As of the last day of each month, each investment fund subaccount
of a Participant's Company Discretionary Contribution Account shall be credited
with earnings or losses in an amount equal to that determined by multiplying the
balance credited to such investment fund subaccount as of the last day of the
preceding month plus contributions during the current month commencing on the
date such contributions are credited to the investment fund subaccount by the
Interest Rate for the corresponding fund selected by the Company pursuant to
Section 3.2(b).

    4.3  Trust Funding.
         -------------

         The Company has created a Trust with serving as initial trustee. The
Company shall cause the Trust to be funded each year. The Company shall
contribute to the Trust an amount equal to the amount deferred by each
Participant for the Plan Year. The Company shall contribute to the Trust an
amount equal to the Company Discretionary Contribution Amount, if any, for the
Plan Year. The Company may also contribute such additional amounts as it shall
deem necessary or appropriate if needed to pay for the insurance premiums on the
Policies needed to fund the death benefits pursuant to Section 6.1(c)(1) of the
Plan.

         Although the principal of the Trust and any earnings thereon shall be
held separate and apart from other funds of Company and shall be used
exclusively for the uses and purposes of Plan Participants and beneficiaries as
set forth therein, neither the Participants nor their

                                       7

<PAGE>

beneficiaries shall have any preferred claim on, or any beneficial ownership in,
any assets of the Trust prior to the time such assets are paid to the
Participants or beneficiaries as benefits and all rights created under this Plan
shall be unsecured contractual rights of Plan Participants and beneficiaries
against the Company. Any assets held in the Trust will be subject to the claims
of Company's general creditors under federal and state law in the event of
insolvency as defined in Section 4.2(a) of the Trust.

         The assets of the Plan and Trust shall never inure to the benefit of
the Company and the same shall be held for the exclusive purpose of providing
benefits to Participants and their beneficiaries, deferring reasonable expenses
of administering the Plan and Trust.

                                   ARTICLE V

                                    VESTING
                                    -------

         A Participant's Deferral Account and Company Discretionary Contribution
Account shall be 100% vested at all times.

                                   ARTICLE VI

                                  DISTRIBUTIONS

    6.1  Distribution of Deferred Compensation and Discretionary
         Company Contributions.
         -------------------------------------------------------

         (a) Distribution Without Scheduled Withdrawal Date. In the case of a
Participant who has a Termination of Employment for a reason other than death,
the Distributable Amount shall be paid to the Participant (and after his or her
death to his or her Beneficiary) in substantially equal quarterly installments
over ten (10) years beginning on the Participant's Payment Date. An optional
form of benefit may be elected by the Participant on the form provided by
Company during his or her Initial Election Period from among the following:

              (1) Substantially equal quarterly installments over five (5) years
beginning on the Participant's Payment Date, or

              (2) Substantially equal quarterly installments over fifteen (15)
years beginning on the Participant's Payment Date.

              Notwithstanding, any provision to the contrary, in the event a
Participant's Distributable Amount is equal to or less than $25,000, such
Distributable Amount shall be distributed to the Participant or his Beneficiary
in a lump sum. A Participant may change his election with respect to the
frequency of payment, provided such change in the frequency of payment occurs at
least one year prior to the Participant's Termination of Employment.

              The Participant's Accounts shall continue to be credited with
earnings pursuant to Section 4.1 of the Plan until all amounts credited to his
or her Accounts under the Plan have been distributed.

                                       8

<PAGE>

         (b) Distribution With Scheduled Withdrawal Date. In the case of a
Participant who has elected a Scheduled Withdrawal Date for a distribution while
still in the employ of the Company, such Participant shall receive his or her
Distributable Amount, but only with respect to those deferrals of Compensation
and Company Discretionary Contributions and earnings on such deferrals of
Compensation and Company Discretionary Contributions as shall have been elected
by the Participant to be subject to the Scheduled Withdrawal Date in accordance
with Section 1.2(aa) of the Plan. A Participant's Scheduled Withdrawal Date with
respect to amounts of Compensation deferred in a given Plan Year and Company
Discretionary Contributions must be at least four years from the first day of
the Plan Year for which the deferrals of Compensation and Company Discretionary
Contributions are made. A Participant may extend the Scheduled Withdrawal Date
for the deferral of Compensation and Company Discretionary Contributions for any
Plan Year, provided such extension occurs at least one year before the Scheduled
Withdrawal Date and is for a period of not less than two years from the
Scheduled Withdrawal Date. The Participant shall have the right to twice modify
any Scheduled Withdrawal Date. In the event a Participant terminates employment
with Company prior to a Scheduled Withdrawal Date, the Participant's entire
Distributable Amount will be paid as soon as practable after the Termination
of Employment in accordance with the form of distribution in effect pursuant to
Section 6.1(a).

         (c) In the case of a Participant who dies while employed by the
Company, the following benefits shall be provided:

              (1) that portion of the death benefit of any life insurance policy
purchased by the Company to insure the life of the Participant and which is
subject to a "Split-Dollar Life Insurance Agreement" (as described therein) (the
"Policy") which is equal to the following amounts;

                   (i) Fifteen (15) times the Base Salary and Bonuses deferred,
annualized over the first 12 months of Plan participation. In the event that
Bonus Amounts have been accrued, but are not yet available for payment by the
Company prior to the end of the first 12 months of the Plan Participation, the
accrued Bonus multiplied by the percentage of such Bonus that the Participant
has previously elected for deferral in accordance with Section 3.1 shall be
treated for purposes of this Section 6.1(c)(1) as an actual deferral for
purposes of calculating the death benefit, plus

                   (ii) A supplemental life insurance benefit equal to two times
Base Salary. The supplemental life insurance benefit shall be provided by
Company Mandatory Contributions and is in lieu of the individual supplemental
life insurance benefit maintained by Company prior to the Effective Date of this
Plan.

                   (iii) At no time shall the sum of a Participant's life
insurance benefits set forth in subparagraphs 6.1(c)(1)(i) and (ii), above
exceed $1,000,000.

Any such Policy shall be subject to certain conditions set forth in a
"split-dollar life insurance agreement" between the Participant, Trustee and the
Company, pursuant to which the Participant may designate a beneficiary with
respect to the portion of the Policy proceeds described in the preceding
sentence in the event the Participant dies prior to terminating employment with
the

                                       9

<PAGE>

Company. The Participant shall have the right to designate and change such
beneficiary (which need not be his or her Beneficiary) at any time on a form
provided by and filed with the insurance company. If no such form is on file
with the insurance company, the insurance proceeds designated in this paragraph
(1) shall be paid to the Beneficiary. The benefit payable pursuant to this
paragraph (1) shall only be paid if the insurance company agrees that the
Participant is insurable and shall be subject to all conditions and exceptions
set forth in the applicable insurance policy. Notwithstanding the provision of
this Plan or any other document to the contrary, the Company shall not have any
obligation to pay the Participant or his or her beneficiary any amounts
described in Section 6.1(c)(1); all such amounts due pursuant to Section
6.1(c)(1) shall be payable solely from the proceeds of the Policy, if any.
Furthermore, the Company is not obligated to maintain the Policy; no death
benefit shall be payable hereunder if the Company has discontinued the Policy
for the Participant. In addition, no Policy shall be allocated to any Account.

              (2) The Account Balance in a lump sum or installments as
previously elected by the Participant.

         (d) In the event a Participant dies after he has retired from the
employ of the Company and still has a balance in his or her Account, the balance
shall continue to be paid in quarterly installments for the remainder of the
period as elected by the Participant.

    6.2  Early Distributions.
         -------------------

         A Participant shall be permitted to elect an Early Distribution from
his or her Deferral Account and Company Discretionary Contribution Account prior
to the Payment Date, subject to the following restrictions:

         (a) The election to take an Early Distribution shall be made by filing
a form provided by and filed with the Committee prior to the end of any calendar
month.

         (b) The amount of the Early Distribution shall in all cases be an
amount not less than 50% of the Deferral Account and 50% of the Company
Discretionary Contribution Account as of the end of the calendar month as of
which the distribution is to be made.

         (c) The amount described in subsection (b) above shall be paid in a
single cash lump sum as soon as practicable after the end of the calendar month
in which the Early Distribution election is made.

         (d) If a Participant requests an Early Distribution of his Entire
Deferral Account and Company Discretionary Contribution Account, 10% of the
Deferral Account and Company Discretionary Contribution Account shall be
permanently forfeited and the Company shall have no obligation to the
Participant or his Beneficiary with respect to such forfeited amount. If a
Participant receives an early distribution of 50% or more of his Deferral
Account and Company Discretionary Contribution Account, such Participant shall
forfeit 10% of the gross amount to be distributed from the Participant's
Deferral Account and Company Discretionary Contribution Account.

                                       10

<PAGE>

         (e) If a Participant receives an Early Distribution of either all or a
part of his Deferral Account and Company Discretionary Contribution Account, the
following rules will apply for the balance of the Plan Year and for the
following Plan Year: (i) the Participant will be ineligible to participate in
the Plan, and (ii) neither the Participant (nor his Beneficiary or
beneficiaries) shall be entitled to a death benefit under Section 6.1(c)(1)
which is greater than two (2) times Base Salary or death benefits under
6.1(c)(2).

    6.3  Hardship Distribution.
         ---------------------

         A Participant shall be permitted to elect a Hardship Distribution in
accordance with Section 1.2(s) of the Plan prior to the Payment Date, subject to
the following restrictions:

         (a) The election to take a Hardship Distribution shall be made by
filing a form provided by and filed with Committee prior to the end of any
calendar month.

         (b) The Committee shall have made a determination that the requested
distribution constitutes a Hardship Distribution in accordance with Section
1.2(s) of the Plan.

         (c) The amount determined by the Committee as a Hardship Distribution
shall be paid in a single cash lump sum as soon as practicable after the end of
the calendar month in which the Hardship Distribution election is made and
approved by the Committee.

         (d) If a Participant receives a Hardship Distribution, the following
rules will apply for the balance of the Plan Year and the following Plan Year:

              (i) The Participant will be ineligible to participate in the Plan,
and

              (ii) Neither the Participant (nor his Beneficiary or
Beneficiaries) shall be entitled to a death benefit under Section 6.1(c)(1) or
which is greater than two (2) times Base Salary or death benefits under
6.1(c)(2).

    6.4  Inability to Locate Participant.
         -------------------------------

         In the event that the Committee is unable to locate a Participant or
Beneficiary within two years following the required Payment Date, the amount
allocated to the Participant's Account shall be forfeited. If, after such
forfeiture, the Participant or Beneficiary later claims such benefit, such
benefit shall be reinstated without interest or earnings.

    6.5  Payment of Policy Premiums.
         --------------------------

         So long as the Company maintains a Policy for a Participant, the
Company shall pay to the Trustee amounts necessary to pay premiums on the Policy
insuring the Participant's life from as soon as practical after the end of each
Plan Year (but no later than the tax return due date for the Company for such
year), from amounts deferred by the Participant for the Plan Year, Discretionary
Contributions and Company Mandatory Contributions for the Participant for the
Plan Year.

                                       11

<PAGE>

                                  ARTICLE VII

                                 ADMINISTRATION
                                 --------------

    7.1  Committee.
         ---------

         A Committee shall be appointed by, and serve at the pleasure of, the
Board of Directors. The number of members comprising the Committee shall be
determined by the Board which may from time to time vary the number of members.
A member of the Committee may resign by delivering a written notice of
resignation to the Board. The Board may remove any member by delivering a
certified copy of its resolution of removal to such member. Vacancies in the
membership of the Committee shall be filled promptly by the Board.

    7.2  Committee Action.
         ----------------

         The Committee shall act at meetings by affirmative vote of a majority
of the members of the Committee. Any action permitted to be taken at a meeting
may be taken without a meeting if, prior to such action, a written consent to
the action is signed by all members of the Committee and such written consent is
filed with the minutes of the proceedings of the Committee. A member of the
Committee shall not vote or act upon any matter which relates solely to himself
or herself as a Participant. The Chairman or any other member or members of the
Committee designated by the Chairman may execute any certificate or other
written direction on behalf of the Committee.

    7.3  Powers and Duties of the Committee.
         ----------------------------------

         (a) The Committee, on behalf of the Participants and their
Beneficiaries, shall enforce the Plan in accordance with its terms, shall be
charged with the general administration of the Plan, and shall have all powers
necessary to accomplish its purposes, including, but not by way of limitation,
the following:

              (1) To select the Funds in accordance with Section 3.2(b) hereof;

              (2) To construe and interpret the terms and provisions of this
Plan;

              (3) To compute and certify to the amount and kind of benefits
payable to Participants and their Beneficiaries;

              (4) To maintain all records that may be necessary for the
administration of the Plan;

              (5) To provide for the disclosure of all information and the
filing or provision of all reports and statements to Participants, Beneficiaries
or governmental agencies as shall be required by law;

              (6) To make and publish such rules for the regulation of the Plan
and procedures for the administration of the Plan as are not inconsistent with
the terms hereof;

                                       12

<PAGE>

              (7) To appoint a plan administrator or any other agent, and to
delegate to them such powers and duties in connection with the administration of
the Plan as the Committee may from time to time prescribe;

              (8) To take all actions necessary for the administration of the
Plan, including determining whether to hold or discontinue the Policies; and

              (9) If a Policy is discontinued or a Participant has terminated
employment with the Company for a reason other than death, (A) to notify the
insurance company that no death benefits are payable to the beneficiaries of the
applicable Participant under the Policy (and that neither the Participant nor
his or her beneficiary has any rights under the Policy or to any benefits under
the Policy) and (B) to file a new beneficiary designation with the insurance
company naming the Company as beneficiary or to cash in the Policy.

    7.4  Construction and Interpretation.
         -------------------------------

         The Committee shall have full discretion to construe and interpret the
terms and provisions of this Plan, which interpretations or construction shall
be final and binding on all parties, including but not limited to the Company
and any Participant or Beneficiary. The Committee shall administer such terms
and provisions in a uniform and nondiscriminatory manner and in full accordance
with any and all laws applicable to the Plan.

    7.5  Information.
         -----------

         To enable the Committee to perform its functions, the Company shall
supply full and timely information to the Committee on all matters relating to
the Compensation of all Participants, their death or other events which cause
termination of their participation in this Plan, and such other pertinent facts
as the Committee may require.

    7.6  Compensation, Expenses and Indemnity.
         ------------------------------------

         (a) The members of the Committee shall serve without compensation for
their services hereunder.

         (b) The Committee is authorized at the expense of the Company to employ
such legal counsel as it may deem advisable to assist in the performance of its
duties hereunder. Expenses and fees in connection with the administration of the
Plan shall be paid by the Company.

         (c) To the extent permitted by applicable state law, the Company shall
indemnify and save harmless the Committee and each member thereof, the Board of
Directors and any delegate of the Committee who is an employee of the Company
against any and all expenses, liabilities and claims, including legal fees to
defend against such liabilities and claims arising out of their discharge in
good faith of responsibilities under or incident to the Plan, other than
expenses and liabilities arising out of willful misconduct. This indemnity shall
not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.

                                       13

<PAGE>


    7.7  Quarterly Statements.
         --------------------

         Under procedures established by the Committee, a Participant shall
receive a statement with respect to such Participant's Accounts on a quarterly
basis as of each March 31, June 30, September 30 and December 31.

    7.8  Disputes.
         --------

         (a)  Claim.
              -----

         A person who believes that he or she is being denied a benefit to which
he or she is entitled under this Agreement (hereinafter referred to as
"Claimant") may file a written request for such benefit with the Company,
setting forth his or her claim. The request must be addressed to the President
of the Company at its then principal place of business.

         (b)  Claim Decision.
              --------------

         Upon receipt of a claim, the Company shall advise the Claimant that a
reply will be forthcoming within ninety (90) days and shall, in fact, deliver
such reply within such period. The Company may, however, extend the reply period
for an additional ninety (90) days for special circumstances.

         If the claim is denied in whole or in part, the Company shall inform
the Claimant in writing, using language calculated to be understood by the
Claimant, setting forth: (A) the specified reason or reasons for such denial;
(B) the specific reference to pertinent provisions of this Agreement on which
such denial is based; (C) a description of any additional material or
information necessary for the Claimant to perfect his or her claim and an
explanation of why such material or such information is necessary; (D)
appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review; and (E) the time limits for requesting a review
under subsection (c).

    (c)  Request For Review.
         ------------------

         Within sixty (60) days after the receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that the Committee
review the determination of the Company. Such request must be addressed to the
Secretary of the Company, at its then principal place of business. The Claimant
or his or her duly authorized representative may, but need not, review the
pertinent documents and submit issues and comments in writing for consideration
by the Committee. If the Claimant does not request a review within such sixty
(60) day period, he or she shall be barred and estopped from challenging the
Company's determination.

    (d)  Review of Decision.
         ------------------

         Within sixty (60) days after the Committee's receipt of a request for
review, after considering all materials presented by the Claimant, the Committee
will inform the Participant in writing, in a manner calculated to be understood
by the Claimant, the decision setting forth the specific reasons for the
decision containing specific references to the pertinent

                                       14

<PAGE>

provisions of this Agreement on which the decision is based. If special
circumstances require that the sixty (60) day time period be extended, the
Committee will so notify the Claimant and will render the decision as soon as
possible, but no later than one hundred twenty (120) days after receipt of the
request for review.

                                  ARTICLE VIII

                                  MISCELLANEOUS
                                  -------------

    8.1  Unsecured General Creditor.
         --------------------------

         Participants and their Beneficiaries, heirs, successors, and assigns
shall have no legal or equitable rights, claims, or interest in any specific
property or assets of the Company. No assets of the Company shall be held in any
way as collateral security for the fulfilling of the obligations of the Company
under this Plan. Any and all of the Company's assets shall be, and remain, the
general unpledged, unrestricted assets of the Company. The Company's obligation
under the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. It
is the intention of the Company that this Plan be unfunded for purposes of the
Code and for purposes of Title 1 of ERISA.

    8.2  Restriction Against Assignment.
         ------------------------------

         The Company shall pay all amounts payable hereunder only to the person
or persons designated by the Plan and not to any other person or corporation. No
part of a Participant's Accounts shall be liable for the debts, contracts, or
engagements or any Participant, his or her Beneficiary, or successors in
interest, nor shall a Participant's Accounts be subject to execution by levy,
attachment, or garnishment or by any other legal or equitable proceeding, nor
shall any such person have any right to alienate, anticipate, sell, transfer,
commute, pledge, encumber, or assign any benefits or payments hereunder in any
manner whatsoever. If any Participant, Beneficiary or successor in interest is
adjudicated bankrupt or purports to anticipate, alienate, sell, transfer,
commute, assign, pledge, encumber or charge any distribution or payment from the
Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel
such distribution or payment (or any part thereof) to or for the benefit of such
Participant, Beneficiary or successor in interest in such manner as the
Committee shall direct.

    8.3  Withholding.
         -----------

         There shall be deducted from each payment made under the Plan or any
other Compensation payable to the Participant (or Beneficiary) all taxes which
are required to be withheld by the Company in respect to such payment or this
Plan. The Company shall have the right to reduce any payment (or compensation)
by the amount of cash sufficient to provide the amount of said taxes.

                                       15

<PAGE>

    8.4  Amendment, Modification, Suspension or Termination.
         --------------------------------------------------

         The Chief Executive Officer of Company may amend, modify, suspend or
terminate the Plan in whole or in part, except that no amendment, modification,
suspension or termination shall have any retroactive effect to reduce any
amounts allocated to a Participant's Accounts (neither the Policies themselves,
nor the death benefit described in Section 6.1(c)(1) shall be treated as
allocated to Accounts). In addition, the Chief Executive Officer has the right
to amend or terminate Section 6.1(c)(1). In the event that this Plan is
terminated, the amounts allocated to a participant's Accounts shall be
distributed to the Participant or, in the event of his or her death, his or her
Beneficiary in a lump sum within thirty (30) days following the date of
termination.

    8.5  Governing Law.
         -------------

         This Plan shall be construed, governed and administered in accordance
with the laws of the State of California.

    8.6  Receipt or Release.
         ------------------

         Any payment to a Participant or the Participant's Beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Committee and the Company. The
Committee may require such Participant or Beneficiary, as a condition precedent
to such payment, to execute a receipt and release to such effect.

    8.7  Payments on Behalf of Persons Under Incapacity.
         ----------------------------------------------

         In the event that any amount becomes payable under the Plan to a person
who, in the sole judgment of the Committee, is considered by reason of physical
or mental condition to be unable to give a valid receipt therefore, the
Committee may direct that such payment be made to any person found by the
Committee, in its sole judgment, to have assumed the care of such person. Any
payment made pursuant to such determination shall constitute a full release and
discharge of the Committee and the Company.

     8.8  Limitation of Rights and Employment Relationship.
          ------------------------------------------------

          Neither the establishment of the Plan and Trust nor any modification
thereof, nor the creating of any fund or account, nor the payment of any
benefits shall be construed as giving to any Participant or other person any
legal or equitable right against the Company or the trustee of the Trust except
as provided in the Plan and Trust; and in no event shall the terms of employment
of any Employee or Participant be modified or in any way be affected by the
provisions of the Plan and Trust.

    8.9  Headings.
         --------

         Headings and subheadings in this Plan are inserted for convenience of
reference only and are not to be considered in the construction of the
provisions hereof.

                                       16

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this document to be executed
by its duly authorized officer on this 23 day of March, 1998.

                                        TRIZECHAHN CENTERS INC.


                                        By /s/ Douglas L. Hageman
                                           ------------------------------------


                                        By /s/ J. Michael Croll
                                           ------------------------------------





                                       17

<PAGE>


                                 FIRST AMENDMENT
                                     TO THE
                      TRIZECHAHN DEFERRED COMPENSATION PLAN

    WHEREAS, TrizecHahn Centers Inc. (the "Company") established the TrizecHahn
Deferred Compensation Plan, effective as of February 1, 1998, and

    WHEREAS, the Company desires to amend the Plan (a) in order to allow a
participant to request a change in the investment funds in which the
participant's accounts will be deemed to be invested at the end of each month;
and (b) to clarify the procedure for adopting amendments to the Plan.

    NOW THEREFORE, effective as of July 1, 2001;

         1. The next to last sentence of Section 3.2(a) of the Plan is amended
to read as follows:

         "Effective as of the end of any calendar month, a Participant may
    change the designation made under this Section 3.2 by filing an election, on
    a form provided by the Committee, at such time prior to the end of such
    month as the Committee may require."

         2. Section 8.4 is amended to read as follows:

         "8.4 Amendment, Modification, Suspension or Termination.
         -------------------------------------------------------

              "(a) The Company may amend, modify, suspend or terminate the Plan
         in whole or in part, including Section 6.1(c)(1), except that no
         amendment, modification, suspension or termination shall have any
         retroactive effect to reduce any amounts allocated to a Participant's
         Accounts (neither the Policies themselves, nor the death benefit
         described in Section 6.1(c)(1) shall be treated as allocated to
         Accounts). Any action by the Company pursuant to this Section 8.4 shall
         be in writing and signed by any two officers of the Company.

              (b) In the event that this Plan is terminated, the amounts
         allocated to a participant's Accounts shall be distributed to the
         Participant or, in the event of his or her death, his or her
         Beneficiary in a lump sum within thirty (30) days following the date of
         termination."



<PAGE>


    IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed by its duly authorized officers as of this 29th day of June 2001.


                                        TRIZECHAHN CENTERS INC.



                                        By:  /s/ Linda Sands-Vankerk
                                             -----------------------------------
                                               Its: Vice President
                                                   ----------------------------


                                        By: /s/ Jeffrey D. Echt
                                            ------------------------------------
                                               Its: Vice President
                                                   ----------------------------




                                       2

<PAGE>


                               Company Match, 2001
                     401(k) Plan Deferred Compensation Plan

Wold, Casey                        $6,400                    (not participating)

Wagman, Lee                        $6,400                          $2,000

Hanson, Greg                 (not participating)             (not participating)


<PAGE>


                                   TRIZECHAHN

                   DEFERRED COMPENSATION PLAN TRUST AGREEMENT


<PAGE>

                               TABLE OF CONTENTS
                               -----------------

                                                                           Page
                                                                           -----

Article I. TITLE AND DEFINITIONS...............................................1
         Section 1.1.  Title...................................................1
         Section 1.2.  Definitions.............................................1

Article II. ADMINISTRATION.....................................................2
         Section 2.1.  Trustee Responsibility..................................2
         Section 2.2.  Maintenance of Records..................................2

Article III. FUNDING...........................................................2
         Section 3.1.  Contributions...........................................2
         Section 3.2.  Subtrusts...............................................3

Article IV. PAYMENTS FROM TRUST FUND...........................................4
         Section 4.1.  Payments to Trust Beneficiaries.........................4
         Section 4.2.  Trustee Responsibility Regarding Payments to Trust
                       Beneficiaries When the Company is Insolvent.............4
         Section 4.3.  Payments to the Company.................................5
         Section 4.4.  Trustee Compensation and Expenses; Other Fees and
                       Expenses................................................5
         Section 4.5.  Taxes...................................................6
         Section 4.6.  Alienation..............................................6
         Section 4.7.  Disputes................................................6

Article V. INVESTMENT OF TRUST ASSETS..........................................6
         Section 5.1.  Investment of Subtrust Assets...........................6
         Section 5.2.  Disposition of Income...................................6

Article VI. TRUSTEE............................................................6
         Section 6.1.  General Powers and Duties...............................6
         Section 6.2.  Records.................................................8
         Section 6.3.  Third Persons...........................................8
         Section 6.4.  Limitation on Obligation of Trustee.....................8

Article VII. RESIGNATION AND REMOVAL OF TRUSTEE................................8
         Section 7.1.  Method and Procedure....................................8

Article VIII. AMENDMENT AND TERMINATION........................................9
         Section 8.1.  Amendments..............................................9
         Section 8.2.  Duration and Termination...............................10
         Section 8.3.  Distribution upon Termination..........................10


                                       i


<PAGE>


Article IX. MISCELLANEOUS.....................................................10
         Section 9.1.  Limitation on Participants' Rights.....................10
         Section 9.2.  Receipt or Release.....................................10
         Section 9.3.  Governing Law..........................................10
         Section 9.4.  Headings, etc., No Part of Agreement...................11
         Section 9.5.  Instrument in Counterparts.............................11
         Section 9.6.  Successors and Assigns.................................11
         Section 9.7.  Indemnity..............................................11


                                       ii


<PAGE>


                   DEFERRED COMPENSATION PLAN TRUST AGREEMENT

         This Trust Agreement made and entered into this____ day of ____, 1998,
by and between TRIZECHAHN CENTERS INC. (hereinafter called the "Company") and
First American Trust Company (hereinafter called "Trustee"), evidences the terms
of a trust for the benefit of certain employees, former employees and their
designated beneficiaries (hereinafter collectively called "Trust Beneficiaries")
who will be entitled to receive benefits under the TrizecHahn Deferred
Compensation Plan ("Plan").

         This Trust is intended to be a grantor trust, of which the Company is
the grantor, within the meaning of subpart E, part I, subchapter J, Chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.

                              W I T N E S S E T H:

         WHEREAS, the Company wishes to establish an irrevocable trust
(hereinafter called the "Trust") and to transfer to the Trust assets which shall
be held therein, subject to the claims of the Company's creditors in the event
of the Company's insolvency, until paid to the Trust Beneficiaries as benefits
in such manner and at such times as required hereunder, and

         WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1994,
as amended ("ERISA");

         NOW, THEREFORE, it is mutually understood and agreed as follows:

                                   ARTICLE I.

                              TITLE AND DEFINITIONS

Section 1.1    Title.

               This Trust Agreement shall be known as the TrizeeHahn Deferred
Compensation Plan Trust Agreement.

Section 1.2.   Definitions.

               The following words, when used in this Trust Agreement with
initial letter capitalized, shall have the meanings set forth below:

               "Company" shall mean TrizecHahn Centers Inc. and any successor
corporations. Company shall include each corporation which is a member of a
controlled group of corporations (within the meaning of Section 414(b) of the
Code) of which TrizecHahn Centers Inc. is a component member, if the Board of
Directors of TrizecHahn Centers Inc. provides that such

                                       1
<PAGE>

corporation shall participate in the Plan and such corporations governing board
of directors adopts this Plan.

               "General Fund" shall mean that portion of the Trust fund which is
not allocated to a Subtrust.

               "Plan" shall mean the TrizecHahn Deferred Compensation Plan.

               "Policy" shall mean an insurance policy purchased in accordance
with the terms of the Plan.

               "Subtrust" shall mean a separate subtrust established for a
Participant pursuant to Section 3.2.

               Capitalized terms not defined above shall be defined in
accordance with the Plan.

                                   ARTICLE II.

                                 ADMINISTRATION

Section 2.1.   Trustee Responsibility.

               By its acceptance of this Trust, Trustee agrees to make payments
under this Trust to Trust Beneficiaries in accordance with the provisions of
this Trust Agreement.

Section 2.2.   Maintenance of Records.

               The Committee shall have the duty and responsibility to maintain
all individual Trust Beneficiary records and to prepare and file all reports and
other information required by any federal or state law or regulation relating to
the Trust and the Trust assets.

                                  ARTICLE III.

                                    FUNDING

Section 3.1.      Contributions.

               (a) The Company hereby deposits with the Trustee in trust the sum
of $100.00 to be held in the General Fund of the Trust.

               (b) The Company shall contribute to the Trust an amount equal to
the amount deferred by each Participant for the Plan Year and the Company
Discretionary Contribution Amount for each Participant for the Plan Year; in no
event shall these contributions be made after the Company's tax return due date
for that Plan Year. The Company may also contribute cash to the Trust in an
amount approximately equal to the "cost of insurance" (as defined in the
Policies) needed to fund the death benefits described in Section 6.1(c)(1) of
the Plan; provided that such obligation shall not apply with respect to a Policy
if (1) the Committee has directed the Trustee to


                                       2


<PAGE>

discontinue the Policy, (2) the applicable Participant is no longer employed by
the Company, or (3) the applicable Participant is not entitled to a death
benefit under the Policy because he has taken an Early Distribution or Hardship
Distribution (as described in Sections 6.2 and 6.3 of the Plan). The Committee
may direct the Trustee to discontinue the Policy for any reason, without regard
to whether Section 6.1(c)(1) of the Plan is in effect, whether the Participant
is employed or otherwise.

               (c) Except as provided otherwise herein, all contributions
received pursuant to (a) and (b) above, together with the income therefrom and
any increment thereon, shall be held, managed and administered by Trustee as a
single Trust pursuant to the terms of this Trust Agreement without distinction
between principal and income.

               (d) The principal of the Trust, and any earnings thereon shall be
held separate and apart from other finds of Company and shall be used
exclusively for the uses and purposes of Plan Participants and general creditors
as herein set forth. Trust Beneficiaries shall not have any preferred claim on,
or any beneficial ownership interest in, any assets of the Trust prior to the
time such assets are paid to Trust Beneficiaries as benefits as provided in
Section 4.1, and all rights created under this Trust Agreement shall be mere
unsecured contractual rights of Trust Beneficiaries against the Company or
Trust. Any assets held by the Trust will be subject to the claims of Company's
general creditors under federal and state law in the event of Insolvency, as
defined in Section 4:2(a) herein.

Section 3.2.   Subtrusts.

               (a) If directed by the Committee, the Trustee shall establish a
separate Subtrust for that Participant and credit the amount of such
contribution to that Participant's Subtrust. Each Subtrust shall reflect an
individual interest in the assets of the Trust fund and shall not require any
segregation of particular assets.

               (b) Following the allocation of assets to Subtrusts pursuant to
Section 3.2(a), the Trustee shall allocate investment earnings and losses of the
Trust fund among the Subtrusts in accordance with Section 5.2. Payments to
general creditors pursuant to Section 4.2 hereof shall be charged against the
Subtrusts in proportion to their account balances, except that the payment of
benefits to a Trust Beneficiary shall be charged against the Subtrust
established or maintained for such Trust Beneficiary.

               (c) Amounts allocated to a Participant's Subtrust may not be
utilized to pay benefits to another Participant or Beneficiary of another
Participant. Following payment of a Participant's entire benefit under the Plan,
including payment of an Early Distribution or Hardship Distribution under
Sections 6.2 and 6.3 of the Plan (whether by the Trustee pursuant to the terms
of this Trust Agreement or by the Company or by a combination thereof), any
amounts remaining allocated to that Participant's Subtrust (and any Policy held
with respect to such Participant) shall be transferred by the Trustee to the
Company. In lieu of transferring the Policy, the Committee may direct the
Trustee to designate a new beneficiary (which may be the Company) under the
Policy or cash in the applicable Policy and transfer the proceeds to the
Company.


                                       3


<PAGE>


                                  ARTICLE IV.

                            PAYMENTS FROM TRUST FUND

Section 4.1.   Payments to Trust Beneficiaries.

               (a) The Committee shall direct the Trustee to pay (or to commence
to pay) to a Participant (or, in the case of the Participant's death, to the
Participant's Beneficiary) the benefit, excluding amounts described in Section
6.1 (c) (1) of the Plan, payable to such Participant under the Plan (the
"Benefit Amount") as soon as practicable following the Participant's Payment
Eligibility Date (as defined in the Plan). If Subtrusts are established, the
Trustee shall make such payment only from funds allocated to the Participant's
Subtrust plus the General Fund, if any.

               (b) The Committee shall have full authority and responsibility to
determine the correct time and amount of payment of the Benefit Amount. In
making such determination, the Committee shall be governed by the terms of the
Plan and this Trust Agreement.

               (c) Any obligation to a Trust Beneficiary under this Trust
Agreement is also an obligation of the Company to the extent not paid from the
Trust. Accordingly, to the extent payments to a Trust Beneficiary are
discontinued pursuant to Section 4.2, the Company shall be obligated to pay the
Trust Beneficiary the same amount (plus applicable interest from its general
fund). If the amount credited to the Trust (or a Subtrust if applicable) is not
sufficient to make the payment of the Benefit Amount to a Trust Beneficiary in
accordance with the determination by the Committee, the Company agrees that it
shall make the balance of such payment. Notwithstanding the foregoing, neither
the Trustee nor the Company shall have any obligation to pay any amounts
described in Section 6.1(c)(1) of the Plan; all such amounts shall be payable
solely from the proceeds of the Policy, if any.

               (d) Unless a Trust Beneficiary furnishes documentation in form
and substance satisfactory to Trustee that no withholding is required with
respect to a payment of benefits from the Trust, Trustee shall deduct from any
such Benefit Payment any federal, state or local taxes required by law to be
withheld by Trustee and shall be responsible for payment and reporting of such
withheld taxes to the appropriate taxing authorities. The Trustee shall inform
the Company of the amounts so remitted.

               (e) Trustee shall provide the Company and the Committee with
written confirmation of the fact and time of any payment hereunder within ten
business days after making any payment to a Trust Beneficiary.

Section 4.2.   Trustee Responsibility Regarding Payments to Trust Beneficiaries
               When the Company is Insolvent.

               (a) The Company shall be considered "Insolvent" for purposes of
this Trust Agreement if (i) the Company is unable to pay its debts as they
become due, or (ii) is subject to a pending proceeding as a debtor under the
United States Bankruptcy Code.


                                       4


<PAGE>


               (b) At all times during the continuance of the Trust, the
principal and income of the Trust shall be subject to claims of general
creditors of the Company as hereinafter set forth, and at any time Trustee has
actual knowledge, or has determined, that the Company is Insolvent, Trustee
shall deliver any undistributed principal and income in the Trust to satisfy
such claims as a court of competent jurisdiction may direct. The Company,
through its Board of Directors or any of its executive officers, shall advise
Trustee promptly in writing of the Company's Insolvency. If Trustee receives
such notice, or otherwise receives written notice from a third party which
Trustee, in its sole discretion, deems reliable and responsible, Trustee shall
discontinue payments to Trust Beneficiaries, shall hold the Trust assets for the
benefit of the Company's general creditors, and shall resume payments to Trust
Beneficiaries in accordance with Section 4.1 of this Trust Agreement only after
Trustee has determined that the Company is not Insolvent or is no longer
Insolvent. Unless Trustee has actual knowledge of the Company's Insolvency or
has received notice from the Company or a third party alleging the Company is
Insolvent, Trustee shall have no duty to inquire whether the Company is
Insolvent. Trustee may in all events rely on such evidence concerning the
solvency of the Company as may be furnished to Trustee which will give Trustee a
reasonable basis for making a determination concerning its solvency. Nothing in
this Trust Agreement shall in any way diminish any rights of Trust Beneficiaries
to pursue their rights as general creditors of the Company with respect to
benefits payable hereunder or otherwise.

               (c) If Trustee discontinues payments of benefits from the Trust
pursuant to Section 4.2(b) and subsequently resumes such payments, the first
payment following such discontinuance shall include the aggregate amount of all
payments which would have been made to Trust Beneficiaries together with
interest at the Pension Benefit Guaranty Corporation rate applicable to
immediate annuities on the amount delayed during the period of such
discontinuance, less the aggregate amount of payments made to Trust
Beneficiaries by the Company in lieu of the payments provided for hereunder
during any such period of discontinuance.

Section 4.3.   Payments to the Company.

               Except as provided in Sections 3.2(c) or 4.2, the Company shall
have no right or power to direct Trustee to return to the Company or to divert
to others any of the Trust assets before the Trust is terminated pursuant to
Section 8.2.

Section 4.4.   Trustee Compensation and Expenses; Other Fees and Expenses.

               The Company shall pay the Trustee such reasonable compensation
for its services as shall be agreed upon from time to time by the Company and
Trustee, and Trustee shall be reimbursed by the Company for its expenses that
are reasonably necessary and incident to its administration of the Trust.

               Following reasonable consultation with the Company such expenses
shall include fees of counsel and other advisors, if any, incurred by Trustee
for the purpose of determining its responsibilities under the Trust. Such
compensation, expenses or fees, as well as all other


                                       5


<PAGE>


administrative fees and expenses, shall be paid from Trust assets unless paid
directly by the Company.

Section 4.5.   Taxes.

               Trustee shall not be personally liable for any real and personal
property taxes, income taxes and other taxes of any kind levied or assessed
under the existing or future laws against the Trust assets. Such taxes shall be
paid directly from the Trust assets unless paid by the Company, in the
discretion of the Company.

Section 4.6.   Alienation.

               The benefits, proceeds, payments or claims of Trust Beneficiaries
payable from the Trust assets shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution or levy of any kind, either voluntary or
involuntary. Any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, garnish, levy or otherwise dispose of or execute upon any
right or benefits payable hereunder shall be void. The Trust assets shall not in
any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any Trust Beneficiary entitled to benefits hereunder and
such benefits shall not be considered an asset of Trust Beneficiary in the event
of his insolvency or bankruptcy.

Section 4.7.   Disputes.

               All disputes, other than disputes between the Trustee and the
Committee or Company, shall be resolved in accordance with Section 7.8 of the
Plan.

                                   ARTICLE V.

                           INVESTMENT OF TRUST ASSETS

Section 5.1.   Investment of Subtrust Assets.

               The Trustee shall invest and manage the assets of the Trust (and
each Subtrust, if any) in accordance with written directions from the Committee.

Section 5.2.   Disposition of Income.

               All income received by the Trust shall be reinvested. Any income
that is attributable to the amount credited to a Subtrust in accordance with
Section 3.2, and income thereon, shall be credited to such Subtrust and
reinvested.


                                       6


<PAGE>


                                   ARTICLE VI.

                                     TRUSTEE

Section 6.1.   General Powers and Duties.

               Subject to written directions from the Committee regarding the
investment of Trust assets, Trustee, on behalf of Trust Beneficiaries, shall
have all powers necessary to administer the Trust, including, but not by way of
limitation, the following powers in addition to other powers as are set forth
herein or conferred by law:

               (a) To hold, invest and reinvest the principal or income of the
Trust in bonds, common or preferred stock, other securities, or other personal,
real or mixed tangible or intangible property (including investment in deposits
with Trustee which bear a reasonable interest rate, including without limitation
investments in trust savings accounts, certificates of deposit, time
certificates or similar investments or deposits maintained by the Trustee);

               (b) To hold, invest and reinvest the principal or income of the
Trust in the Policies, direct investments under the Policies and take any other
action regarding the Policies, as specifically directed by the Committee
(including those specified by Sections 3.1(b), 3.2(c) or 4.1(f)) and to enter
into split dollar life insurance agreements with Participants pursuant to which
each Participant designates the beneficiary to receive the portion of the death
benefits described in Section 6.l(b)(1) of the Plan;

               (c) If (i) directed by the Company or Committee to discontinue a
Policy or (ii) notified by the Committee or Company that a Participant has
terminated employment for a reason other than death, to immediately notify the
insurance company that no death benefits are payable to the beneficiaries of the
applicable Participant under the Policy (and that neither the Participant nor
his beneficiary has any rights under the Policy or the benefits under the
Policy) and to file a new beneficiary designation with the Insurance Company
naming the Trust as beneficiary, unless directed by the Committee to cash in the
Policy;

               (d) To pay and provide for the payment of all reasonable and
necessary expenses of administering the affairs of the Trust, subject to
reimbursement of such expenses within 30 days by the Company in accordance with
Section 4.4;

               (e) To pay and provide for the payment of all benefits to Trust
Beneficiaries in accordance with the provisions of this Trust Agreement; ?

               (f) To retain noninterest bearing deposits or a cash balance with
Trustee of so much of the funds as may be determined to be temporarily held
awaiting investment or payment of benefits or expenses;

               (g) To compromise, arbitrate or otherwise adjust claims in favor
of or against the Trust and to institute, compromise and defend actions and
proceedings; provided, however, that in the case of a dispute between a Trust
Beneficiary and the Company or the Committee over the interpretation of this
Trust Agreement, the Company or the Committee, as the case may be,


                                       7


<PAGE>


will be authorized and required to arbitrate the Trust Beneficiary's claim in
accordance with Section 4.7 if the Trust Beneficiary elects arbitration or to
defend any action brought by such Trust Beneficiary;

               (h) To vote any stock, bonds or other securities of any
corporation or other issuer at any time held in the Trust; to otherwise consent
to or request any action on the part of any such corporation or other issuer; to
give general or special proxies or powers of attorney, with or without power of
substitution; to participate in any reorganization, recapitalization,
consolidation, merger or similar transaction with respect to such stocks, bonds
or other securities
and to deposit such stocks, bonds or other securities in any voting trust, or
with any protective or like committee, or with a trustee, or with the
depositaries designated thereby; to exercise any subscription rights and
conversion privileges; and to generally exercise any of the powers of an owner
with respect to the stocks, bonds or other securities or properties in the
Trust; and

               (i) Generally, to do all such acts, execute all such instruments,
take all such proceedings, and exercise all such rights and privileges with
relation to the property constituting the Trust as if Trustee were the absolute
owner thereof.

Section 6.2.   Records.

               Trustee shall keep a full, accurate and detailed record of all
transactions of the Trust which the Company shall have the right to examine at
any time during Trustee's regular business hours. Within 90 days after the close
of each calendar year and within 15 days after the removal or resignation of
Trustee, Trustee shall furnish the Company with a statement of account with
respect to the Trust. This account shall set forth all receipts, disbursements
and other transactions (including sales and purchases) effected by Trustee
during said year (or until its removal or resignation), shall show the
investments at the end of the year (or date of removal or resignation),
including the cost and fair market value of each item, and the amounts allocated
to each Subtrust.

Section 6.3.   Third Persons.

               A third person dealing with Trustee shall not be required to make
any inquiry as to whether the Company or the Committee has instructed Trustee,
or Trustee is otherwise authorized, to take or omit any action, and shall not be
required to follow the application by Trustee of any money or property which may
be paid or delivered to Trustee.

Section 6.4.   Limitation on Obligation of Trustee.

               Trustee shall have no responsibility for the validity of the Plan
or of the Trust and does not guarantee the payment of any amount which may
become payable to any Trust Beneficiary under the terms hereof.


                                       8


<PAGE>


                                  ARTICLE VII.

                       RESIGNATION AND REMOVAL OF TRUSTEE

Section 7.1.   Method and Procedure.

               (a) Trustee may resign at any time by delivering to the Company a
written notice of resignation, to take effect on a date specified therein, which
shall be not less than 30 days after the delivery thereof, unless such notice
shall be waived.

               (b) The Company may remove Trustee at any time by delivering to
Trustee a written notice of removal, to take effect on a date specified therein,
which shall be not less than 30 days after the delivery thereof, unless such
notice shall be waived.

               (c) In case of the resignation or removal of Trustee, Trustee
shall have a right to a settlement of its accounts, which may be made, at the
option of Trustee, either (1) by a judicial settlement in an action instituted
by Trustee in a court of competent jurisdiction, or (2) by an agreement of
settlement between Trustee and the Company.

               (d) Upon such settlement, all right, title and interest of such
Trustee in the assets of the Trust, and all rights and privileges under the
Trust theretofore vested in such Trustee shall vest in the successor Trustee,
and thereupon all liabilities of such Trustee shall terminate; provided,
however, that Trustee shall execute, acknowledge and deliver all documents and
written instruments which are necessary to transfer and convey all the right,
title and interest in the assets of the Trust, and all rights and privileges in
the Trust to the successor Trustee.

               (e) The Company, upon receipt of or giving notice of the
resignation or removal of Trustee, shall promptly appoint a successor Trustee.
The successor Trustee shall be a bank or trust company qualified and authorized
to do trust business in the State of California and having on the date of
appointment total assets of at least $10,000,000 and a credit rating from
Moody's of A or better. In the event of the failure or refusal of the Company to
appoint such a successor Trustee within 30 days after the notice of resignation
or removal, Trustee may secure, at the expense of the Company, the appointment
of such successor Trustee by an appropriate action in a court of competent
jurisdiction. Any successor Trustee so appointed may qualify by executing and
delivering to the Company an instrument accepting such appointment and, upon
delivery, such successor, without further act, shall become vested with all the
right, title and interest, and all rights and privileges of the predecessor
Trustee with like effect as if originally named as Trustee herein.

                                  ARTICLE VIII.

                            AMENDMENT AND TERMINATION

Section 8.1.   Amendments.

               The Company shall have the right to amend (but not terminate) the
Trust from time to time and to amend further or cancel any such amendment. Any
amendment shall be stated


                                       9


<PAGE>


in an instrument in writing executed by the Company and Trustee, and this Trust
Agreement shall be amended in the manner and at the time therein set forth, and
the Company and Trustee shall be bound thereby; provided, however:

               (a) No amendment shall have any retroactive effect so as to
deprive any Trust Beneficiary of any benefits already vested under the Plan, or
create a reversion of Trust assets to the Company except as already provided in
this Trust Agreement, other than such changes, if any, as may be required in
order for the Trust to be considered a component of a plan described in Section
9.3;

               (b) No amendment shall make the Trust revocable; and

               (c) No amendment shall increase the duties or liabilities of
Trustee without its written consent.

Section 8.2.   Duration and Termination.

               This Trust shall not be revocable and shall continue until the
earliest of (a) the accomplishment of the purpose for which it was created, (b)
the exhaustion of all appeals of a final determination of a court of competent
jurisdiction that the interest in the Trust of Trust Beneficiaries is includable
for federal income tax purposes in the gross income of such Trust Beneficiaries,
without such determination having been reversed (or the earlier expiration of
the time to appeal), (c) if required to comply with California rules regulating
the maximum length for which trusts may be established, the expiration of twenty
years and six months after the death of the last surviving Trust Beneficiary who
is living and is a Trust Beneficiary on the date this Trust is established, (d)
a determination of the Company to terminate the Trust because applicable law
requires it to be amended in a way that could make it taxable and failure to so
amend the Trust would subject the Company to material penalties, or (e) the
dissolution or liquidation of the Company.

Section 8.3.   Distribution upon Termination.

               Upon termination of this Trust, Trustee shall liquidate the Trust
fund and provide a final account to the Company and the Committee. To the extent
Trust assets are sufficient, the Trustee shall pay to each Participant the
appropriate Benefit Amount. After its final account has been settled as provided
in Section 7.1(c), Trustee shall return to the Company any assets remaining
after the distributions described in this Section 8.3. Upon making such
distributions, Trustee shall be relieved from all further liability. The powers
of Trustee hereunder shall continue so long as any assets of the Trust fund
remain in its hands.

                                       10


<PAGE>


                                   ARTICLE IX.

                                  MISCELLANEOUS

Section 9.1.   Limitation on Participants' Rights.

               Participation in the Trust shall not give Participants the right
to be retained in the Company's employ or any right or interest in the Trust
other than as herein provided. The Company reserves the right to dismiss
Participants without any liability for any claim either against the Trust,
except to the extent provided herein, or against the Company. All benefits
payable hereunder shall be provided solely from the assets of the Trust.

Section 9.2.   Receipt or Release.

               Any payment to a Trust Beneficiary in accordance with the
provisions of the Trust shall, to the extent thereof, be in full satisfaction of
all claims against Trustee and the Company, and Trustee may require such Trust
Beneficiary, as a condition precedent to such payment, to execute a receipt and
release to such effect.

Section 9.3.   Governing Law.

               This Trust Agreement and the Trust hereby created shall be
construed, administered and governed in all respects under applicable federal
law, and to the extent that federal law is inapplicable, under the laws of the
State of California; provided, however, that if any provision is susceptible to
more than one interpretation, such interpretation shall be given thereto as is
consistent with the Trust being (a) classified as a grantor trust as defined in
Sections 671 et seq. of the Code, and (b) classified as a component of an
unfunded plan maintained primarily to provide deferred compensation for a select
group of management or highly compensated employees, as described in Section
201(2) of the Employee Retirement Income Security Act of 1974, as amended. If
any provision of this instrument shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.

Section 9.4.   Headings, etc., No Part of Agreement.

               Headings and subheadings in this Trust Agreement are inserted for
convenience of reference only and are not to be considered in the construction
of the provisions hereof.

Section 9.5.   Instrument in Counterparts.

               This Trust Agreement may be executed in several counterparts,
each of which shall be deemed an original, and said counterparts shall
constitute but one and the same instruments, which may be sufficiently evidenced
by any one counterpart.

                                       11


<PAGE>


Section 9.6.   Successors and Assigns.

               This Trust Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns.

Section 9.7.   Indemnity.

               (a) Except in the case of liabilities and claims arising out of
Trustee's willful misconduct or gross negligence, Company shall indemnify and
hold Trustee harmless from and against all liabilities and claims (including
reasonable attorney's fees and expenses in defense thereof) arising out of or in
any way connected with the Plan or the Trust fund or the management, operation,
administration or control thereof and based in whole or in part on:

               (1) Any act or inaction of Company or Committee (which term
includes, in this paragraph, any actual or ostensible agent of Company) or

               (2) Any act or inaction of Trustee resulting from the absence of
proper directions hereunder, or in accordance with any directions, purported or
real, from Company or Committee, whether or not proper hereunder, if relied upon
in good faith by Trustee.

               (b) The Trustee does not warrant and shall not be liable for any
tax consequences associated with the Trust or the Plans.

               (c) The Trustee shall not be liable for the inadequacy of the
Trust to pay all amounts due under the Plans.

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

                                        TRIZECHAHN CENTERS INC.


                                        By   /s/ Douglas L. Hageman
                                             -----------------------------------


                                        By   /s/ J. Michael Croll
                                             -----------------------------------


                                        FIRST AMERICAN TRUST COMPANY


                                        By   /s/ Denise C. Mehus
                                             -----------------------------------


                                        By   /s/ Leslie Hayes Carrillo
                                             -----------------------------------


                                       12

<PAGE>