Exhibit 10.6









                          TRIZECHAHN DEVELOPMENTS INC.

                           DEFERRED COMPENSATION PLAN







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                                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.........................................11

         7.1      Committee..................................................11

         7.2      Committee Action...........................................12

         7.3      Powers and Duties of the Committee.........................12

         7.4      Construction and Interpretation............................13

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         7.5      Information................................................13

         7.6      Compensation, Expenses and Indemnity.......................13

         7.7      Quarterly Statements.......................................13

         7.8      Disputes...................................................13

ARTICLE VIII          MISCELLANEOUS..........................................14

         8.1      Unsecured General Creditor.................................14

         8.2      Restriction Against Assignment.............................15

         8.3      Withholding................................................15

         8.4      Amendment, Modification, Suspension or Termination.........15

         8.5      Governing Law..............................................15

         8.6      Receipt or Release.........................................15

         8.7      Payments on Behalf of Persons Under Incapacity.............16

         8.8      Limitation of Rights and Employment Relationship...........16

         8.9      Headings...................................................16



                                       ii

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                          TRIZECHAHN DEVELOPMENTS INC.
                           DEFERRED COMPENSATION PLAN

         WHEREAS, TrizecHahn Developments Inc. (the "Company") desires to
establish the TrizecHahn Developments Inc. Deferred Compensation Plan to accept
a transfer of assets from the TrizecHahn Deferred Compensation Plan and 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 March 1, 2001.

         NOW, THEREFORE, effective as of March 1, 2001, 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 Developments Inc. 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


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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 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 Developments 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 Developments 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 Developments 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.

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                  (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.

                  (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 March 1, 2001.

                  (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 period provided by the Prior Plan or the 30-day period following the
time an individual becomes an Eligible Employee.

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                  (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.

                  (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 Developments Inc.
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
March 1, 2001 and ending on December 31, 2001 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) "Prior Plan" shall mean the TrizecHahn Deferred
Compensation Plan.

                  (bb) "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.

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

                  (dd) "Trust" shall mean TrizecHahn Developments Inc. 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

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                                  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.
Notwithstanding the previous sentence, an Eligible Employee of Company who is
employed outside of the United States but receives income from the Company which
is subject to United States income tax shall not defer in excess of 50% of his
Base Salary and/or Bonus. 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 and Bonus for the Plan Year
beginning March 1, 2001 must be filed before the time determined under the Prior
Plan for the plan year of the Prior Plan beginning January 1, 2001 and is to be
effective for the first pay period on or after March 1, 2001. 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. 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 March 1, 2001, 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

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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.

         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 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 least 15 days prior to the end of such month.
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 fund 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;

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                  (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 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 First American Trust 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.

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         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 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.

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         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.

                  (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
practicable after the Termination of Employment in accordance with the form of
distribution in effect pursuant to Section 6.1(a).

                  (c) Death While Employed By Company. 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.

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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 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) Death After Retirement. 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

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<PAGE>


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.

                  (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

                                       11

<PAGE>

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.

                                  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;

                                       12

<PAGE>


                      (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;

                      (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

                                       13

<PAGE>

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.

         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.

                                       14

<PAGE>

                  (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 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

                                       15

<PAGE>

right to reduce any payment (or compensation) by the amount of cash sufficient
to provide the amount of said taxes.

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

         The Chief Executive Officer of the 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 authorized officer on this 25 day of April, 2001.

                                       TRIZECHAHN DEVELOPMENTS

                                       By:  /s/ Kurt Sullivan, Vice President
                                            -----------------------------------

                                       By:  /s/ Nancy J. Wilk, Assistant
                                            Secretary
                                            -----------------------------------




                                       17


<PAGE>









                          TRIZECHAHN DEVELOPMENTS INC.
                   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

                                      (i)

<PAGE>

         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

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 30th day of April,
2001, by and between TRIZECHAHN DEVELOPMENTS INC. (hereinafter called the
"Company") and First American Trust, FSB (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 Developments Inc. 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 1, 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 TrizecHahn Developments Inc.
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 Developments 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 Developments Inc. is a

<PAGE>

component member, if the Board of Directors of TrizecHahn Developments Inc.
provides that such 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 Developments Deferred Compensation
Plan.

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

         "Prior Trust" shall mean the TrizecHahn Deferred Compensation Plan
Trust.

         "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 Trustee shall receive a transfer of the assets of the Prior
Trust allocated to the employees of the Company who participated in the Prior
Plan 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

                                      -2-

<PAGE>

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
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 funds 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

                                      -3-

<PAGE>

Company) under the Policy or cash in the applicable Policy and transfer the
proceeds to tile Company.

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

                                      -5-

<PAGE>

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.

                                  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

                                      -6-

<PAGE>

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 6.1(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, 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

                                      -7-

<PAGE>

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 30 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.

                                  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.

                                      -8-

<PAGE>

         (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 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.

                                      -9-

<PAGE>

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.

                                  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

                                      -10-

<PAGE>

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.

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.

                                      -11-

<PAGE>


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

                                       TRIZECHAHN DEVELOPMENTS INC.

                                       By  /s/ Kurt Sullivan, Vice President
                                           ------------------------------------

                                       By  /s/ Nancy J. Wilk, Assistant
                                           Secretary
                                           ------------------------------------



                                       FIRST AMERICAN TRUST, FSB

                                       By  /s/ Denise C. Mehus, Vice President
                                           ------------------------------------

                                       By
                                           ------------------------------------


                                      -12-

<PAGE>