Exhibit 4.3

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                                     FORM OF

                          TRIZECHAHN (USA) CORPORATION

                                       AND

                                [CUSTODIAN NAME]

                                  As Custodian

                                       AND

              OWNERS AND BENEFICIAL OWNERS OF EXCHANGE CERTIFICATES


                                Custody Agreement








                       Dated as of _________________, 2002









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                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01.    Beneficial Owner.............................................2

SECTION 1.02.    Certificate Account..........................................2

SECTION 1.03.    Commission...................................................2

SECTION 1.04.    Company......................................................2

SECTION 1.05.    Consultation.................................................2

SECTION 1.06.    Corporate Trust Office.......................................2

SECTION 1.07.    Custodian....................................................3

SECTION 1.08.    Custody Agreement............................................3

SECTION 1.09.    Disposition Proceeds.........................................3

SECTION 1.10.    Exchange Certificates........................................3

SECTION 1.11.    Exchange Period..............................................3

SECTION 1.12.    Final Exchange Date..........................................3

SECTION 1.13.    Market Agent.................................................3

SECTION 1.14.    Market Agent Agreement.......................................3

SECTION 1.15.    Original Issue Date..........................................3

SECTION 1.16.    Original Shareholder.........................................4

SECTION 1.17.    Owner........................................................4

SECTION 1.18.    Plan of Arrangement..........................................4

SECTION 1.19.    Principal Market.............................................4

SECTION 1.20.    Registrar....................................................4

SECTION 1.21.    Securities Act...............................................4

SECTION 1.22.    Shares.......................................................5

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SECTION 1.23.    Trading Day..................................................5

SECTION 1.24.    Underlying Shares............................................5

SECTION 1.25.    U.S. Person Certification....................................5

                                   ARTICLE II

         FORM OF EXCHANGE CERTIFICATES, CUSTODY OF SHARES, EXECUTION AND
            DELIVERY, TRANSFER AND SURRENDER OF EXCHANGE CERTIFICATES

SECTION 2.01.    Form and Transferability of Exchange Certificates............5

SECTION 2.02.    Custody of Shares............................................6

SECTION 2.03.    Execution and Delivery of Exchange Certificates..............6

SECTION 2.04.    Transfer of Exchange Certificates; Combination and Split-
                 up of Exchange Certificates..................................6

SECTION 2.05.    Delivery of Underlying Shares to Holders of Exchange
                 Certificates.................................................7

SECTION 2.06.    Limitations on Execution and Delivery, Transfer and
                 Surrender of Exchange Certificates...........................8

SECTION 2.07.    Lost Exchange Certificates, etc..............................8

SECTION 2.08.    Cancellation and Destruction of Surrendered Exchange
                 Certificates.................................................9

                                   ARTICLE III

                  CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL
                         OWNERS OF EXCHANGE CERTIFICATES

SECTION 3.01.    Filing Proofs, Certificates and Other Information............9

SECTION 3.02.    Liability of Owner or Beneficial Owner for Taxes and
                 Market Agent Fees............................................9

SECTION 3.03.    Disclosure of Beneficial Ownership of Exchange
                 Certificates................................................10

                                   ARTICLE IV
                              THE UNDERLYING SHARES

SECTION 4.01.    Cash Distributions..........................................10

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SECTION 4.02.    Fixing of Record Date.......................................10

SECTION 4.03.    Voting Rights of Underlying Shares..........................11

SECTION 4.04.    Reports.....................................................11

SECTION 4.05.    Lists of Owners.............................................11

                                    ARTICLE V
                          THE CUSTODIAN AND THE COMPANY

SECTION 5.01.    Maintenance of Office and Transfer Books by the
                 Custodian; Certificate Account..............................12

SECTION 5.02.    Prevention or Delay in Performance by the Custodian or
                 the Company.................................................13

SECTION 5.03.    Obligations of the Custodian and the Company................13

SECTION 5.04.    Resignation and Removal of the Custodian....................14

SECTION 5.05.    Notices and Reports.........................................14

SECTION 5.06.    Indemnification.............................................15

SECTION 5.07.    Charges of Custodian........................................16

SECTION 5.08.    Retention of Custodian Documents............................16

SECTION 5.09.    No Changes to Underlying Shares and Non-Cash
                 Distributions...............................................16

SECTION 5.10.    Warranties on the Underlying of Shares......................17

                                   ARTICLE VI
                     MARKET AGENT; SALE OF UNDERLYING SHARES

SECTION 6.01.    Appointment of Market Agent.................................17

SECTION 6.02.    Sale of Underlying Shares...................................18

SECTION 6.03.    Sale Procedures.............................................18

SECTION 6.04.    Distribution of Disposition Proceeds........................18

                                   ARTICLE VII
                            AMENDMENT AND TERMINATION

SECTION 7.01.    Amendment...................................................19

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SECTION 7.02.    Termination.................................................19

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.01.    Counterparts................................................20

SECTION 8.02.    No Third Party Beneficiaries................................20

SECTION 8.03.    Severability................................................20

SECTION 8.04.    Owners and Beneficial Owners as Parties; Binding Effect.....20

SECTION 8.05.    Notices.....................................................20

SECTION 8.06.    Governing Law...............................................21

SECTION 8.07.    Entire Agreement............................................21



EXHIBITS

EXHIBIT A - Form of Exchange Certificate

EXHIBIT B - Form of Market Agent Agreement

EXHIBIT C - Form of U.S. Person Certification


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                                CUSTODY AGREEMENT

          This CUSTODY AGREEMENT dated as of _______________, 2002 is among
TrizecHahn (USA) Corporation, a Delaware Corporation (the "Company"), [CUSTODIAN
NAME], a ___________ (the "Custodian"), and all Owners and Beneficial Owners
from time to time of Exchange Certificates (as defined below).

                             W I T N E S S E T H :

          WHEREAS, on and pursuant to the terms of a plan of arrangement
pursuant to the Business Corporations Act (Ontario) effective on the date hereof
(the "Plan of Arrangement"), shareholders of Trizec Hahn Corporation will
exchange their shares for shares of Trizec Canada Inc. and/or for the Company's
Shares (as hereinafter defined); and

          WHEREAS, in order to comply with the Company's certificate of
incorporation and the limitations set forth therein on ownership of the Shares
by persons other than U.S. Persons (as defined in the Company's certificate of
incorporation), it is a term of the Plan of Arrangement that persons acquiring
shares of the Company's common stock pursuant to the Plan of Arrangement must be
U.S. Persons; and

          WHEREAS, in order to ensure that only U.S. Persons receive Shares
pursuant to the Plan of Arrangement, 4007069 Canada Inc., incorporated under the
Canada Business Corporations Act ("Subco"), has agreed with the Company to
transfer the Underlying Shares (as hereinafter defined), into the custody of the
Custodian (as hereinafter defined), and the Company has agreed with Subco to
execute and issue Exchange Certificates and deliver such Exchange Certificates
to Subco for further delivery to persons who have not certified U.S. Person
status but who otherwise would acquire Shares, all pursuant to the terms of the
Plan of Arrangement; and

          WHEREAS, the parties hereto desire to provide, as hereinafter set
forth in this Custody Agreement, for the transfer of the Underlying Shares into
the custody of the Custodian during the Exchange Period (as hereinafter defined)
for the purposes set forth in this Custody Agreement, for the issuance and
delivery of Exchange Certificates representing such Underlying Shares, for the
holding of the Underlying Shares by the Custodian for the benefit of the Owners
(as hereinafter defined) of the Exchange Certificates on the terms set forth in
this Custody Agreement, for the delivery of the Underlying Shares to holders of
the Exchange Certificates on the conditions set forth in this Custody Agreement
during the Exchange Period and for the orderly disposition of any remaining
Underlying Shares after the Final Exchange Date (as hereinafter defined); and

          WHEREAS, the Exchange Certificates are to be substantially in the form
of Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Custody Agreement;

          NOW, THEREFORE, in consideration of the foregoing premises and
intending to be legally bound hereby, the parties hereto agree as follows:

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                                   ARTICLE I

                                   DEFINITIONS

          The following definitions shall for all purposes, unless otherwise
clearly indicated, apply to the respective terms used in this Custody Agreement:

          SECTION 1.01. Beneficial Owner.

          The term "Beneficial Owner" shall mean each person owning from time to
time any beneficial interest in the Underlying Shares represented by the
Exchange Certificates.

          SECTION 1.02. Certificate Account.

          The term "Certificate Account" shall mean a trust account maintained
by the Custodian as a segregated account and held by a federal or state
chartered depository institution or trust company in trust for the benefit of
the Owners and the Beneficial Owners specifically for the purpose of holding any
monies received and held by the Custodian for the benefit of the Owners and the
Beneficial Owners pursuant to this Custody Agreement as a result of the
Custodian's custody of the Underlying Shares; provided, however, that such
depository institution or trust company has a long-term rating in one of the
four highest categories of any major, national credit rating agency.

          SECTION 1.03. Commission.

          The term "Commission" shall mean the Securities and Exchange
Commission of the United States or any successor governmental agency in the
United States.

          SECTION 1.04. Company.

          The term "Company" shall have the meaning set forth in the first
paragraph of this Custody Agreement.

          SECTION 1.05. Consultation

          The term "Consultation" shall mean the good faith attempt by the
Custodian to discuss, if practicable, the relevant issue in a timely manner with
a person employed by the Company reasonably believed by the Custodian to be
empowered by the Company to engage in such discussion on behalf of the Company.

          SECTION 1.06. Corporate Trust Office.

          The term "Corporate Trust Office," when used with respect to the
Custodian, shall mean the office of the Custodian that at the date of this
Custody Agreement is ________________________[Custodian address], and, when used
with respect to the Registrar, shall mean the office of the Registrar that is
located in the Borough of Manhattan, The City of New York.

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          SECTION 1.07. Custodian.

          The term "Custodian" shall have the meaning set forth in the first
paragraph of this Custody Agreement.

          SECTION 1.08. Custody Agreement.

          The term "Custody Agreement" shall mean this agreement, as the same
may be amended from time to time in accordance with the provisions hereof.

          SECTION 1.09. Disposition Proceeds.

          The term "Disposition Proceeds" shall mean any amounts received by the
Custodian in connection with the sale of an Underlying Share pursuant to Section
6.02 hereof, net of related expenses.

          SECTION 1.10. Exchange Certificates.

          The term "Exchange Certificates" shall mean the exchange certificates
issued by the Company representing Underlying Shares that the Owner thereof may
receive subject to the terms and conditions contained in this Custody Agreement.

          SECTION 1.11. Exchange Period.

          The term "Exchange Period" shall mean the period beginning on the
first Trading Day following the Original Issue Date and ending on the Final
Exchange Date.

          SECTION 1.12. Final Exchange Date.

          The term "Final Exchange Date" shall mean the date that is the 90th
day after the Original Issue Date; provided, however, that if such date is not a
Trading Day, then the next following Trading Day shall be deemed to be the Final
Exchange Date.

          SECTION 1.13. Market Agent.

          The term "Market Agent" shall mean the market agent appointed pursuant
to Section 6.01 hereof, and its successors or assigns.

          SECTION 1.14. Market Agent Agreement.

          The term "Market Agent Agreement" shall mean the agreement entered
into by the parties hereto with a Market Agent pursuant to Section 6.01 hereof,
the form of which is attached hereto as Exhibit B, and any similar agreement
with a successor Market Agent, in each case as from time to time amended or
supplemented.

          SECTION 1.15. Original Issue Date.

          The term "Original Issue Date" shall mean the date on which the
Original Shareholder first transfers the Underlying Shares into the custody of
the Custodian pursuant to

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Section 2.02 hereof and on which the Company first executes and issues and the
Custodian or the Registrar, if any, delivers Exchange Certificates to their
respective Owners.

          SECTION 1.16. Original Shareholder.

          The term "Original Shareholder" shall mean the record owner of the
Underlying Shares immediately before the Underlying Shares are transferred into
the custody of the Custodian.

          SECTION 1.17. Owner.

          The term "Owner" shall mean any person in whose name an Exchange
Certificate is registered on the books of the Custodian or the Registrar, if
any, maintained for such purpose.

          SECTION 1.18. Plan of Arrangement.

          The term "Plan of Arrangement" shall have the meaning set forth in the
first whereas clause hereof.

          SECTION 1.19. Principal Market.

          The term "Principal Market" for either the Underlying Shares or the
Exchange Certificates shall mean (a) if the relevant security is listed or
admitted to trading on the New York Stock Exchange, the New York Stock Exchange,
(b) if such security is not listed or admitted to trading on the New York Stock
Exchange, but is listed or admitted to trading on The Nasdaq Stock Market, Inc.,
The Nasdaq Stock Market, Inc.; or (c) if such security is not listed or admitted
to trading on either of the New York Stock Exchange or The Nasdaq Stock Market,
Inc. then such other securities exchange or over-the-counter market in the
United States, or national quotations system in the United States, on or over
which such security trades, as the Board of Directors of the Company may
determine.

          SECTION 1.20. Registrar.

          The term "Registrar" shall mean, subject to any applicable rule or
regulation of any securities market upon which the Exchange Certificates may be
traded, any bank or trust company having an office in the Borough of Manhattan,
The City of New York, that shall be appointed by the Custodian upon the request
or with the approval of the Company to register Exchange Certificates and
transfers of Exchange Certificates as herein provided and shall include the
Custodian and any co-Registrar appointed by the Custodian upon the request, or
with the approval, of the Company, for such purposes.

          SECTION 1.21. Securities Act.

          The term "Securities Act" shall mean the United States Securities Act
of 1933, as from time to time amended.

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          SECTION 1.22. Shares.

          The term "Shares" shall mean shares of the Company's common stock, par
value $0.01, heretofore validly issued and outstanding and fully paid,
non-assessable and free of any preemptive rights of the owners of outstanding
Shares.

          SECTION 1.23. Trading Day.

          The term "Trading Day" shall mean a day on which the Principal Market
is open for the transaction of business or, if none of the relevant securities
are listed or admitted to trading on any securities exchange in the United
States, any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or
executive order to close.

          SECTION 1.24. Underlying Shares.

          The term "Underlying Shares" as of any time shall mean the Shares that
are transferred into the custody of the Custodian under this Custody Agreement
by the Original Shareholder and that are held by the Custodian at that time.

          SECTION 1.25. U.S. Person Certification.

          The term "U.S. Person Certification" means a certification in
substantially the form attached hereto as Exhibit C, or such other documentary
proof that demonstrates to the satisfaction of the Company that the relevant
Owner is a "U.S. Person" as such term is defined in the Company's certificate of
incorporation.

                                   ARTICLE II

         FORM OF EXCHANGE CERTIFICATES, CUSTODY OF SHARES, EXECUTION AND
            DELIVERY, TRANSFER AND SURRENDER OF EXCHANGE CERTIFICATES


          SECTION 2.01. Form and Transferability of Exchange Certificates.

          Subject to the requirements of any applicable rule or regulation of
any securities market upon which the Exchange Certificates may be traded, the
Exchange Certificates shall be in such form as may be agreed upon by the Company
and the Custodian, and in any event the Exchange Certificates shall be
substantially in the form set forth in Exhibit A attached hereto, with
appropriate insertions, modifications and omissions as hereinafter provided. No
Exchange Certificate shall entitle the holder to any benefits under this Custody
Agreement or be valid or obligatory for any purpose, unless such Exchange
Certificate shall have been issued, dated and executed by the Company by the
manual signature of a duly authorized signatory of the Company; provided,
however, that such signature may be a facsimile if such Exchange Certificate is
countersigned by the manual signature of a duly authorized officer of the
Custodian, or of the Registrar, if a Registrar for the Exchange Certificates
shall have been appointed, and dated by such signatory. The Custodian shall
maintain books on which each Exchange Certificate so executed and delivered as
hereinafter provided and the transfer of each

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such Exchange Certificate shall be registered; provided, however, that if a
Registrar has been appointed then such books shall be maintained by the
Registrar. Exchange Certificates bearing the manual or facsimile signature of a
duly authorized signatory of the Company who was at the time of signature a
proper signatory of the Company shall bind the Company and the Custodian,
notwithstanding that such signatory has ceased to hold such office prior to the
delivery of such Exchange Certificates by the Custodian or the Registrar, if
any, or did not hold such office on the date of issuance of such Exchange
Certificates.

          The Exchange Certificates may be endorsed with or have incorporated in
the text thereof such legends or recitals or modifications not inconsistent with
the provisions hereof as may be required by the Company, or the Custodian, or
the Registrar, if any, or required to comply with any applicable U.S. or foreign
law or governmental regulations or with the rules and regulations of any
securities exchange upon which Exchange Certificates may be listed or to conform
with any usage with respect thereto, or to indicate any special limitations or
restrictions to which any particular Exchange Certificates may be subject.

          Title to an Exchange Certificate, when properly endorsed or
accompanied by proper instruments of transfer, shall be transferable by delivery
with the same effect as in the case of a negotiable instrument under the laws of
the State of New York; provided, however, that the Custodian, notwithstanding
any notice to the contrary, may treat the Owner thereof as the absolute owner
thereof for the purpose of determining the person entitled to distribution of
dividends or other distributions or to any notice provided for in this Custody
Agreement and for all other purposes.

          SECTION 2.02. Custody of Shares.

          Subject to the terms and conditions hereof, the Custodian shall have
custody of the Underlying Shares on behalf of the Owners and Beneficial Owners.
The Company shall ensure that the Custodian shall receive any and all
appropriate documentation, in form satisfactory to the Custodian, together with
all such certifications as may be required by the Custodian in accordance with
the provisions hereof, to establish such custody. Custody of the Underlying
Shares shall be held by the Custodian at such place or places as the Custodian
shall determine.

          SECTION 2.03. Execution and Delivery of Exchange Certificates.

          On the Original Issue Date, the Company shall duly execute and issue
and the Custodian or the Registrar, if any, shall deliver the Exchange
Certificates to Subco for delivery to their respective Owners.

          SECTION 2.04. Transfer of Exchange Certificates; Combination and
Split-up of Exchange Certificates.

          The Custodian, subject to the terms and conditions hereof, shall
register transfers of Exchange Certificates on its transfer books during the
Exchange Period, upon receipt of proper documentation therefor requested by the
Custodian, including without limitation surrender of an Exchange Certificate, by
the Owner in person or by a duly authorized attorney, properly endorsed or
accompanied by proper instruments of transfer, and duly stamped as may

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be required by the laws of the State of New York and of the United States of
America. Thereupon the Company shall execute a new Exchange Certificate or
Exchange Certificates and the Custodian or the Registrar, if any, shall deliver
the same to or upon the order of the person or persons entitled thereto subject
to the receipt of any certifications the Custodian or the Company may require to
comply with all U.S. or foreign laws or governmental regulations.

          The Company, subject to the terms and conditions hereof, shall upon
surrender of an Exchange Certificate or Exchange Certificates during the
Exchange Period for the purpose of effecting a split-up or combination of such
Exchange Certificate or Exchange Certificates, execute, and the Custodian or the
Registrar, if any, shall deliver to the Owner entitled thereto a new Exchange
Certificate or Exchange Certificates for any authorized whole number of
Underlying Shares represented by Exchange Certificates requested, evidencing the
same aggregate number of Underlying Shares represented by Exchange Certificates
as the Exchange Certificate or Exchange Certificates surrendered.

          The Custodian may appoint one or more co-transfer agents for the
purpose of effecting transfers, combinations and split-ups of Exchange
Certificates at designated transfer offices on behalf of the Custodian. Such
appointment shall not be effective unless each co-transfer agent appointed under
this Section 2.04 accepts such appointment in writing and agrees to be bound by
the applicable terms hereof. In carrying out its functions, a co-transfer agent
may require evidence of authority and compliance with applicable U.S. or foreign
laws or governmental regulations and other requirements by Owners or persons
entitled to Exchange Certificates and will be entitled to protection and
indemnity to the same extent as the Custodian.

          SECTION 2.05. Delivery of Underlying Shares to Holders of Exchange
Certificates.

          An Owner shall be entitled during the Exchange Period to delivery to
him of all, but not less than all, of the Underlying Shares represented by such
Owner's Exchange Certificate, upon meeting the following conditions:

          (a) surrender during the Exchange Period at the Corporate Trust Office
     of the Custodian of such Exchange Certificate against delivery of all, but
     not less than all, of the Underlying Shares represented by such Exchange
     Certificate;

          (b) providing the U.S. Person Certification relating to such Owner to
     the Custodian at the time of such surrender; and

          (c) payment of all taxes and governmental charges payable in
     connection with such surrender and exchange.

          Delivery of Underlying Shares may be made by the delivery of stock
certificates in the name of such Owner or by the delivery of certificates
properly endorsed or accompanied by proper instruments of transfer to such
Owner. Such delivery shall be made, as hereinafter provided, without
unreasonable delay.

          Any Exchange Certificate surrendered for such purposes may be required
by the Custodian to be properly endorsed in blank or accompanied by proper
instruments of transfer in

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blank, and if the Custodian so requires, the Owner thereof shall execute and
deliver to the Custodian a written order directing the Custodian deliver all,
but not less than all, of the Underlying Shares represented by such Exchange
Certificate to such Owner.

          SECTION 2.06. Limitations on Execution and Delivery, Transfer and
Surrender of Exchange Certificates.

          As a condition precedent to the execution and delivery, registration
of transfer, split-up, combination or surrender of any Exchange Certificate or
exchange for any Underlying Shares, the Custodian or the Registrar, if any, may
require payment from the presenter of the Exchange Certificate of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to Shares being exchanged), may require the
production of proof satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with any regulations the Custodian may
establish consistent with the provisions hereof, including, without limitation,
this Section 2.06 hereof.

          The registration of transfer of outstanding Exchange Certificates
generally may be suspended during any period when the transfer books of the
Custodian are closed, or if any such action is deemed necessary or advisable by
the Custodian or the Company at any time or from time to time because of any
applicable U.S. or foreign law or governmental regulation or requirement of any
government or governmental agency or authority, or under any provision hereof,
or for any other reason, subject to the provisions of the following sentence.
Notwithstanding anything to the contrary in this Custody Agreement, the
surrender of outstanding Exchange Certificates in exchange for Underlying Shares
may not be suspended, except as required in connection with (i) temporary delays
caused by closing the transfer books of the Custodian or the Company in
connection with voting at a shareholders' meeting, or the payment of dividends,
(ii) the payment of fees, taxes and similar charges, and (iii) compliance with
any U.S. or foreign laws or governmental regulations relating to the Exchange
Certificates or to the exchange of Exchange Certificates for the Underlying
Shares.

          SECTION 2.07. Lost Exchange Certificates, etc.

          In case any Exchange Certificate shall be mutilated, destroyed, lost
or stolen, the Custodian shall notify the Company and the Company shall execute
and the Custodian or the Registrar, if any, shall deliver to the relevant Owner
a new Exchange Certificate of like tenor in exchange and substitution for such
mutilated Exchange Certificate upon cancellation thereof, or in lieu of and in
substitution for such destroyed, lost or stolen Exchange Certificate. Before the
Company shall execute and the Custodian or the Registrar, if any, shall deliver
a new Exchange Certificate in substitution for a destroyed, lost or stolen
Exchange Certificate, the Owner of such destroyed, lost or stolen Exchange
Certificate shall have (a) filed with the Custodian (i) a request for such
execution and delivery before the Custodian has notice that the Exchange
Certificate has been acquired by a bona fide purchaser and (ii) a sufficient
indemnity bond and (b) satisfied any other reasonable requirements imposed by
the Custodian or the Company.

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          SECTION 2.08. Cancellation and Destruction of Surrendered Exchange
Certificates.

          All Exchange Certificates surrendered to the Custodian pursuant to
Section 2.04, 2.05 or 2.07 hereof shall be cancelled by the Custodian and the
Custodian shall give notice of such cancellation to the Company. The Custodian
shall destroy Exchange Certificates so cancelled. Cancelled Exchange
Certificates shall not be entitled to any benefits under this Custody Agreement
or be valid or enforceable for any purpose.

                                  ARTICLE III

                  CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL
                         OWNERS OF EXCHANGE CERTIFICATES


          SECTION 3.01. Filing Proofs, Certificates and Other Information.

          Any Owner or Beneficial Owner may be required from time to time (i) to
file with the Custodian such proof of citizenship or residence, or such
information relating to the registration of Exchange Certificates on the books
of the Custodian or the Registrar, if any, (ii) to execute such certificates and
(iii) to make such representations and warranties, in each case as the Custodian
or the Company may deem necessary or proper. The Custodian may, and shall if
reasonably requested by the Company, withhold the delivery or registration of
transfer of any Exchange Certificate or the distribution of the proceeds of the
sale thereof or the delivery of any Underlying Shares until such proof or other
information is filed or such certificates are executed or such representations
and warranties made. The Custodian shall provide the Company in a timely manner
copies of any such proofs and certificates and such written representations and
warranties that it receives. Each Owner and Beneficial Owner agrees to provide
any information requested by the Company or the Custodian pursuant to this
Section 3.01.

          SECTION 3.02. Liability of Owner or Beneficial Owner for Taxes and
Market Agent Fees.

          If any tax or other governmental charge shall become payable with
respect to any Exchange Certificate or any Underlying Shares represented by any
Exchange Certificate, such tax or other governmental charge shall be payable by
the respective Owner or Beneficial Owner to the Custodian. The Custodian may
refuse to effect any transfer of such Exchange Certificate or any delivery of
Underlying Shares until such payment is made, and may withhold any dividends or
other distributions, and may apply such dividends or other distributions or the
proceeds of any sale in payment of such tax or other governmental charge and the
respective Owner or Beneficial Owner shall remain liable for any deficiency.

          Additionally, if any fees shall become payable to the Market Agent
with respect to any sale of Underlying Shares represented by any Exchange
Certificate pursuant to the Market Agent Agreement, such fees shall be payable
by the respective Owner or Beneficial Owner and shall be deducted from the net
proceeds of such sale.

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          SECTION 3.03. Disclosure of Beneficial Ownership of Exchange
Certificates.

          The Company and the Custodian may from time to time request Owners or
former Owners to provide information as to the capacity in which they hold or
held Exchange Certificates and regarding the identity of any other persons then
or previously interested in such Exchange Certificates and various other
matters. Each such Owner agrees to provide any such information reasonably
requested by the Company or the Custodian pursuant to this Section 3.03 and such
agreement shall survive any disposition of such Owner's interest in Underlying
Shares or Exchange Certificates. The Custodian agrees to use its reasonable
efforts to comply with written instructions received from the Company requesting
that the Custodian forward any such requests to such Owners and, in the case of
former Owners, to the last known address, if any, of such former Owners and to
forward to the Company any responses to such requests received by the Custodian,
and to use its reasonable efforts, at the Company's request, to assist the
Company in obtaining such information with respect to the Exchange Certificates;
provided that nothing herein shall be interpreted as obligating the Custodian to
provide or obtain any such information not provided to the Custodian by such
Owners or former Owners.

                                   ARTICLE IV

                              THE UNDERLYING SHARES

          SECTION 4.01. Cash Distributions.

          Whenever the Custodian shall receive any cash dividend or other cash
distribution on any Underlying Shares, the Custodian shall as promptly as
practicable distribute the amount thus received to the Owners entitled thereto,
on a pro-rata basis based on the number of Underlying Shares represented by
Exchange Certificates held by them respectively; provided, however, that in the
event that the Company or the Custodian shall be required to withhold and does
withhold from such cash dividend or such other cash distribution an amount on
account of taxes payable by any Owner, the amount distributed to such Owner
shall be reduced accordingly. The Company or its agent will remit to the
appropriate governmental authority or agency all amounts withheld and owing to
such authority or agency. The Custodian will forward to the Company or its agent
such information from its records as the Company may reasonably request to
enable the Company or its agent to file necessary reports with governmental
authorities or agencies, and the Custodian or the Company or its agent may file
any such reports necessary to obtain benefits under the applicable tax treaties
for the Owners.

          SECTION 4.02. Fixing of Record Date.

          Whenever any cash dividend or other cash distribution shall become
payable, including but not limited to a distribution of Disposition Proceeds, or
whenever the Custodian shall find it necessary or convenient, the Custodian
shall fix a record date for the determination of the Owners who shall be
entitled to receive such dividend or other cash distribution, including
Distribution Proceeds. The record date with respect to any dividend shall be the
same date as is set by the Company as the record date for such dividend. Other
record dates shall be fixed only after Consultation with the Company. Subject to
the provisions of Section 4.01 hereof and to the

                                       10
<PAGE>


other terms and conditions hereof, the Owners on such record date shall be
entitled to receive the amount distributable by the Custodian with respect to
such dividend or other cash distribution on a pro-rata basis (subject to the
withholding of taxes) based on the number of Underlying Shares represented by
Exchange Certificates held by them respectively.

          SECTION 4.03. Voting Rights of Underlying Shares.

          Upon receipt of notice of any meeting of holders of Shares, the
Custodian shall, as soon as practicable thereafter, mail to the Owners a notice
which shall contain:

          (a) such information as is contained in such notice of meeting
     received by the Custodian from the Company;

          (b) a statement that the Owners as of the close of business on a
     specified record date will be entitled to instruct the Custodian as to the
     exercise of the voting rights pertaining to the number of Underlying Shares
     represented by the Owners' respective Exchange Certificates; and

          (c) a statement as to the manner in which such instructions may be
     given.

Upon the written request of an Owner on such record date, received on or before
the date established by the Custodian for such purpose, the Custodian shall
endeavor, in so far as practicable, to vote or cause to be voted the number of
Underlying Shares represented by the Exchange Certificates in accordance with
the instructions set forth in such request. The Custodian shall have no
authority to and shall not vote or attempt to exercise the right to vote that
attaches to the Underlying Shares, other than in accordance with such
instructions.

          SECTION 4.04. Reports.

          The Custodian shall make available for inspection by Owners at its
Corporate Trust Office any notices, reports and communications received from the
Company that are both (a) received by the Custodian on behalf of the Owners and
(b) made generally available to the owners of Shares by the Company. The
Custodian shall also send promptly to the Owners copies of such notices, reports
and communications when furnished by the Company to the Custodian pursuant to
Section 5.05 hereof.

          SECTION 4.05. Lists of Owners.

          Promptly upon request by the Company, the Custodian or the Registrar,
if any, shall, at the expense of the Company, furnish to it a list, as of a
recent date, of the names, addresses and holdings of Exchange Certificates by
all persons in whose names Exchange Certificates are registered on the books of
the Custodian or the Registrar, if any.

                                       11
<PAGE>


                                   ARTICLE V

                          THE CUSTODIAN AND THE COMPANY


          SECTION 5.01. Maintenance of Office and Transfer Books by the
Custodian; Certificate Account.

          Until termination of this Custody Agreement in accordance with its
terms, the Custodian shall maintain in the [Borough of Manhattan, The City of
New York], facilities for the delivery, registration, registration of transfer
and surrender of Exchange Certificates in accordance with the provisions hereof.

          The Custodian or the Registrar, if any, shall keep books at its
Corporate Trust Office for the registration of Exchange Certificates and
transfers of Exchange Certificates that at all reasonable times shall be open
for inspection by the Owners and the Company; provided that such inspection
shall not be for the purpose of communicating with Owners in the interest of a
business or object other than the business of the Company or a matter related to
this Custody Agreement, the Market Agent Agreement, the Underlying Shares or the
Exchange Certificates.

          The Custodian may close the transfer books, at any time or from time
to time, following Consultation with the Company when reasonably deemed
expedient by it in connection with the performance of its duties hereunder, or
at the request of the Company.

          If the Exchange Certificates are listed on a Principal Market, the
Custodian shall act as Registrar or, following Consultation with the Company,
appoint a Registrar or one or more co-Registrars for registry of such Exchange
Certificates in accordance with any requirements of such Principal Market and
with the terms of any appointment.

          Such Registrar or co-Registrars may be removed and a substitute or
substitutes appointed by the Custodian upon the request or with the approval of
the Company. Each Registrar (other than the Custodian) or co-Registrar of
Exchange Certificates appointed under this Section 5.01 shall give notice in
writing within 5 business days of such appointment to the Company and the
Custodian accepting such appointment and agreeing to be bound by the applicable
terms hereof.

          The Company shall have the right to inspect transfer and registration
records of the Custodian, the Registrar and any co-transfer agents or
co-Registrars of Exchange Certificates, take copies thereof and require the
Custodian, the Registrar and any co-transfer agents or co-Registrars of Exchange
Certificates to supply copies of such portions of such records as the Company
may reasonably request.

          The Custodian shall establish and maintain the Certificate Account
that shall be held in the name of the Custodian for the benefit of the Owners
and Beneficial Owners. The Custodian on behalf of such Owners and Beneficial
Owners shall possess all right, title and interest in all funds on deposit from
time to time in the Certificate Account. Not later than the close of business on
the Trading Day on which the Custodian receives amounts with respect to the
Underlying Shares or the Exchange Certificates in the form of immediately
available funds

                                       12
<PAGE>


(so long as such funds are received by the Custodian by 3:00 p.m., New York City
time, and on the next Trading Day otherwise), the Custodian shall deposit or
cause to be deposited in the Certificate Account all such amounts received by
it. The Custodian shall give notice to the Company of the location of the
Certificate Account and prior to any change thereof, if such Certificate Account
is or will be located at an institution other than [___________________].


          SECTION 5.02. Prevention or Delay in Performance by the Custodian or
the Company.

          None of the Custodian, the Company or any of their respective
officers, directors, employees, agents or affiliates shall incur any liability
to any Owner or Beneficial Owner, if by reason of any provision of any present
or future U.S. or foreign law or governmental regulation, or requirement of any
governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the certificate of incorporation of the
Company, or by reason of any provision of any securities issued or distributed
by the Company, or any offering or distribution thereof, or by reason of any act
of God or war or other circumstances beyond its control, the Custodian or the
Company shall be prevented, delayed or forbidden from, or be subject to any
civil or criminal penalty on account of, doing or performing any act or thing
that by the terms hereof or Underlying Shares it is provided shall be done or
performed; nor shall the Custodian or the Company or any of their respective
officers, directors, employees, agents or affiliates incur any liability to any
Owner or Beneficial Owner by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing that by the terms hereof it is
provided shall or may be done or performed, or by reason of any exercise of, or
failure to exercise, any discretion provided for in this Custody Agreement.
Where, by the terms of a distribution pursuant to Section 4.01 of this Custody
Agreement or for any other reason, such distribution may not be made available
to Owners, then the Custodian shall not make such distribution.

          SECTION 5.03. Obligations of the Custodian and the Company.

          The Company assumes no obligation nor shall it be subject to any
liability under this Custody Agreement to Owners or Beneficial Owners, except
that it agrees to perform its obligations specifically set forth in this Custody
Agreement without negligence or bad faith.

     The Custodian assumes no obligation nor shall it be subject to any
liability under this Custody Agreement to any Owner or Beneficial Owner
(including, without limitation, liability with respect to the validity or worth
of the Underlying Shares), except that it agrees to perform its obligations
specifically set forth in this Custody Agreement without negligence or bad
faith.

          Neither the Custodian nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Underlying Shares or in respect of the Exchange Certificates that in its
opinion may involve it in expense or liability, unless indemnity satisfactory to
it against all expense and liability shall be furnished as often as may be
required.

                                       13
<PAGE>


          Neither the Custodian nor the Company shall be liable for any action
or nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person delivering the Underlying Shares into the
custody of the Custodian, any Owner or any other person believed by it in good
faith to be competent to give such advice or information.

          The Custodian shall not be liable for any acts or omissions made by a
successor Custodian whether in connection with a previous act or omission of the
Custodian or in connection with any matter arising wholly after the removal or
resignation of the Custodian, provided that in connection with the issue out of
which such potential liability arises the Custodian performed its obligations
without negligence or bad faith while it acted as Custodian.

          No disclaimer of liability under the Securities Act is intended by any
provision hereof.

          SECTION 5.04. Resignation and Removal of the Custodian.

          The Custodian may at any time resign as Custodian hereunder by written
notice of its election so to do delivered to the Company, such resignation to
take effect upon the appointment of a successor Custodian and its acceptance of
such appointment as hereinafter provided.

          The Custodian may at any time be removed by the Company by written
notice of such removal effective upon the appointment of a successor Custodian
and its acceptance of such appointment as hereinafter provided. In case at any
time the Custodian acting hereunder shall resign or be removed, the Company
shall use its best efforts to appoint a successor Custodian that shall be a bank
or trust company having an office in the [Borough of Manhattan, The City of New
York]. Every successor Custodian shall execute and deliver to its predecessor
and to the Company an instrument in writing accepting its appointment hereunder,
and thereupon such successor Custodian, without any further act or deed, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor; but such predecessor, nevertheless, upon payment of all sums due it
and on the written request of the Company shall execute and deliver an
instrument transferring to such successor all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver all right, title
and interest in the Underlying Shares to such successor, and shall deliver to
such successor a list of the Owners of all outstanding Exchange Certificates.
Any such successor Custodian shall promptly mail notice of its appointment to
the Owners.

          Any company into or with which the Custodian may be merged or
consolidated shall be the successor of the Custodian without the execution or
filing of any document or any further act.

          SECTION 5.05. Notices and Reports.

          On or before the first date on which the Company gives notice, by
publication or otherwise, of the taking of any action, including (but not
limited to) in respect of any cash dividend or other cash distributions, the
Company agrees to transmit to the Custodian a copy of the notice thereof in the
form given or to be given to owners of Shares.

                                       14
<PAGE>


          The Custodian will arrange for the mailing, at the Company's expense,
of copies of such notices, reports and communications to all Owners. The Company
will timely provide the Custodian with the quantity of such notices, reports,
and communications, as requested by the Custodian from time to time, in order
for the Custodian to effect such mailings.

          SECTION 5.06. Indemnification.

          The Company agrees to indemnify the Custodian, its officers,
directors, employees, agents and affiliates against, and hold each of them
harmless from, any liability or reasonable expense (including, but not limited
to, the reasonable fees and expenses of counsel) that may arise out of acts
performed or omitted, in accordance with the provisions hereof and of the
Exchange Certificates, as the same may be amended, modified or supplemented from
time to time, by either (i) the Custodian, or its officers, directors,
employees, agents and affiliates, except for any liability or expense arising
out of the negligence or bad faith of any of them, or (ii) the Company or any of
its officers, directors, employees, agents and affiliates.

          The Custodian agrees to indemnify the Company, its officers,
directors, employees, agents and affiliates against, and hold each of them
harmless from, any liability or reasonable expense that may arise out of acts
performed or omitted by the Custodian or its respective officers, directors,
employees, agents and affiliates due to their negligence or bad faith.

          If  an  action,  proceeding  (including,   but  not  limited  to,  any
governmental investigation),  claim or dispute (collectively, a "Proceeding") in
respect of which  indemnity may be sought by either party is brought or asserted
against the other party, the party seeking  indemnification  (the  "Indemnitee")
shall  promptly (and in no event more than ten (10) days after receipt of notice
of such  Proceeding)  notify in writing  the party  obligated  to  provide  such
indemnification  (the  "Indemnitor")  of such  Proceeding.  The  failure  of the
Indemnitee to so notify the Indemnitor shall not impair the Indemnitee's ability
to seek  indemnification  from the Indemnitor (but only for costs,  expenses and
liabilities  incurred after such notice) unless such failure  adversely  affects
the Indemnitor's  ability to adequately  oppose or defend such Proceeding.  Upon
receipt of such notice from the Indemnitee,  the Indemnitor shall be entitled to
participate  in such  Proceeding  and, to the extent that it shall so desire and
provided no conflict of interest exists as specified in  subparagraph  (b) below
or  there  are no  other  defenses  available  to  Indemnitee  as  specified  in
subparagraph  (d) below, to assume the defense  thereof with counsel  reasonably
satisfactory  to the Indemnitee (in which case all attorney's  fees and expenses
shall be borne by the Indemnitor  and the Indemnitor  shall in good faith defend
the Indemnitee).  The Indemnitee shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such  counsel  shall be borne by the  Indemnitee  unless (a) the
Indemnitor  agrees in writing to pay such fees and expenses,  (b) the Indemnitee
shall have  reasonably  and in good faith  concluded that there is a conflict of
interest between the Indemnitor and the Indemnitee in the conduct of the defense
of such action, (c) the Indemnitor fails, within ten (10) days prior to the date
the first response or appearance is required to be made in such  Proceeding,  to
assume the defense of such  Proceeding with counsel  reasonably  satisfactory to
the Indemnitee or (d) there are legal defenses  available to Indemnitee that are
different  from or are in  addition to those  available  to the  Indemnitor.  No
compromise  or  settlement  of such  Proceeding  may be effected by either party
without the other party's consent

                                       15
<PAGE>


unless (i) there is no  finding  or  admission  of any  violation  of law and no
effect on any other  claims that may be made  against  such other party and (ii)
the sole relief provided is monetary  damages that are paid in full by the party
seeking the  settlement.  Neither party shall have any liability with respect to
any compromise or settlement  effected  without its consent,  which shall not be
unreasonably  withheld. The Indemnitor shall have no obligation to indemnify and
hold harmless the Indemnitee from any loss, expense or liability incurred by the
Indemnitee  as a result of a default  judgment  entered  against the  Indemnitee
unless such judgment was entered after the  Indemnitor  agreed,  in writing,  to
assume the defense of such Proceeding.

          The obligations set forth in this Section 5.06 shall survive the
termination of this Custody Agreement and the succession or substitution of any
indemnified person. No Owner or Beneficial Owner shall have any rights under
this Section 5.06.

          SECTION 5.07. Charges of Custodian.

          The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges of the Custodian and those of any Registrar only in
accordance with agreements in writing entered into between the Custodian and the
Company from time to time. The Custodian shall present its statement for such
charges and expenses to the Company once every month or at such other interval
as the Company and the Custodian may agree. The charges and expenses of the
Custodian are for the sole account of the Custodian.

          The following charges shall be incurred by any party surrendering
Exchange Certificates or to whom Exchange Certificates are delivered, whichever
applicable: (1) taxes and other governmental charges and (2) such registration
fees as may from time to time be in effect for the registration of transfers of
Shares generally on the Share register of the Company and applicable to
transfers of Shares to the name of the Custodian or its nominee or the Custodian
or its nominee on the making of transfers or exchanges hereunder.

          SECTION 5.08. Retention of Custodian Documents.

          The Custodian is authorized to destroy those documents, records, bills
and other data compiled during the term hereof at the times permitted by the
laws or regulations governing the Custodian unless the Company requests that
such papers be retained for a longer period or turned over to the Company or to
a successor Custodian.

          The Custodian agrees to maintain records of all Exchange Certificates
surrendered and Underlying Shares delivered under Section 2.05, of substitute
Exchange Certificates delivered under Section 2.07 and of Exchange Certificates
cancelled or destroyed under Section 2.08, in keeping with procedures ordinarily
followed by stock transfer agents located in The City of New York. Prior to
destroying any such records, the Custodian will notify the Company and will turn
such records over to the Company upon its request.

          SECTION 5.09. No Changes to Underlying Shares and Non-Cash
Distributions.

          The Company hereby covenants and agrees that the Company will not
authorize or cause any of the following to occur at any time on or after the
Original Issue Date and before the termination of this Custody Agreement:

                                       16
<PAGE>


          (a) any change in nominal value, change in par value, split-up,
     consolidation or any other reclassification of Underlying Shares, or any
     recapitalization, reorganization, merger or consolidation or sale of assets
     affecting the Company or to which it is a party that would result in the
     distribution of any securities in exchange for or in conversion of or
     otherwise in respect of Underlying Shares; or

          (b) any distribution to the owners of Shares consisting of a dividend
     in, or distribution of, Shares; or

          (c) any offer to the owners of Shares of any rights to subscribe for
     additional Shares or any rights of any other nature; or

          (d) any distribution of securities or property to the owners of Shares
     other than a cash dividend or other cash distribution.

          SECTION 5.10. Warranties on the Underlying of Shares.

          The Company represents and warrants to the Custodian:

          (a) that the Underlying Shares and each certificate therefor are (i)
     free and clear of any lien, encumbrance, security interest, charge,
     mortgage, pledge or restriction on transfer created or incurred by the
     Company and not described in the Company's Certificate of Incorporation,
     (ii) validly issued, fully paid, non-assessable and free of any preemptive
     rights of the owners of outstanding Shares;

          (b) that the Company has duly authorized the delivery of the
     Underlying Shares into the custody of the Custodian; and

          (c) that the transfer of the Underlying Shares into the Custodian's
     custody is exempt from registration under the Securities Act.



                                   ARTICLE VI

                     MARKET AGENT; SALE OF UNDERLYING SHARES

                    SECTION 6.01. Appointment of Market Agent.

          On the date hereof the Custodian, the Owners and Beneficial Owners,
and the Company shall enter into a Market Agent Agreement with [Market Agent
Name] as the Market Agent, in substantially the form attached hereto as Exhibit
B. The Market Agent shall serve as such under the terms and provisions hereof
and of the Market Agent Agreement. The Market Agent, including any successor
appointed pursuant hereto, shall be a member of the National Association of
Securities Dealers, Inc., have capitalization of at least $25,000,000, and be
authorized by law to perform all the duties imposed upon it by this Custody
Agreement and the Market Agent Agreement. The Market Agent may be removed at any
time by the Custodian,

                                       17
<PAGE>


acting at the written direction of the Company; provided, however, that such
removal shall not take effect until the appointment of a successor Market Agent
by the Company. The Market Agent may resign upon 30 days' written notice
delivered to the Custodian. The Company shall use its best efforts to appoint a
successor Market Agent that is a qualified institution, effective as of the
effectiveness of any such resignation or removal. If qualified pursuant to the
terms of this Section 6.01, the Custodian may also serve as the Market Agent.

          SECTION 6.02. Sale of Underlying Shares.

          If any Exchange Certificates have not been turned in for Underlying
Shares by the close of business on the Final Exchange Date, then the Custodian,
on behalf of the Owners and Beneficial Owners, shall immediately direct the
Market Agent to sell the Underlying Shares represented by such unexchanged
Exchange Certificates in accordance with the procedures set forth in Section
6.03 hereof. The Disposition Proceeds shall be deposited by the Custodian into
the Certificate Account.

          SECTION 6.03. Sale Procedures.

          With respect to any sale of Underlying Shares pursuant to Section 6.02
hereof, the Market Agent, on behalf of the Owners and Beneficial Owners, shall
sell such Underlying Shares on the Principal Market within not more than five
Trading Days after the Final Exchange Date, or if the Underlying Shares are not
listed or admitted to trading on any securities exchange in the United States,
then to the highest bidders among not less than two solicited bidders for such
Underlying Shares (one of which bidders may include the Market Agent or any
Affiliate thereof; provided, however, that neither the Market Agent nor any of
its Affiliates will be under any obligation to bid, and which bidders need not
be limited to recognized broker dealers); provided that the Market Agent shall
require each purchaser of the Underlying Shares to certify that such purchaser
is a "U.S. Person" as such term is defined in the Company's certificate of
incorporation. In the sole judgment of the Market Agent, bids may be evaluated
on the basis of bids for a single Underlying Share, or all of the Underlying
Shares being sold or any other basis determined in good faith by the Market
Agent.

          SECTION 6.04. Distribution of Disposition Proceeds.

          The Custodian shall distribute the amount of the Disposition Proceeds
to the Owners, on a pro-rata basis based on the number of Underlying Shares
represented by Exchange Certificates held by them on the Final Exchange Date
respectively, on the first Trading Day following the disposition of all
Underlying Shares. Checks of the Custodian payable at par at any branch of the
Custodian's bankers in [the Borough of Manhattan, the City of New York], shall
be issued in respect of the Disposition Proceeds (less any tax required to be
withheld by the Custodian); provided that at the option of the Custodian,
payments of Distribution Proceeds may be made by wire transfer (provided that
the respective Owner shall have duly provided appropriate wire instructions) to
a United States dollar account maintained by the relevant Owner with a bank
located in the United States of America. Such a wire transfer or the forwarding
by prepaid mail or delivering of such a check to each Owner entitled thereto
hereunder at his address as it appears on the books of the Custodian shall
satisfy the Custodian's obligation to distribute the Disposition Proceeds to the
extent of the sum so transferred or represented thereby.

                                       18
<PAGE>


Disposition Proceeds that are represented by a check that has not been presented
to the Custodian's bankers for payment or that otherwise remain unclaimed for a
period of one year from the Final Exchange Date shall be forfeited to the
Company.

                                  ARTICLE VII

                            AMENDMENT AND TERMINATION

          SECTION 7.01. Amendment.

          The Company and the Custodian may amend this Custody Agreement or the
Exchange Certificates without the consent of any Owner or Beneficial Owner to
cure any ambiguity, omission, defect or inconsistency or to make any change that
does not materially adversely affect the rights of any Owner or Beneficial
Owner. With the written consent of the Owners of the Exchange Certificates
representing at least a majority of the Underlying Shares at such time held in
custody by the Custodian, the Company and the Custodian otherwise may amend this
Custody Agreement or the Exchange Certificates; provided, however, that an
amendment to this Custody Agreement or the Exchange Certificates without the
consent of each Owner affected may not make any change that materially adversely
affects the rights of the Owners or Beneficial Owners or materially adversely
affects the obligation of the Custodian to cause the sale of the Underlying
Shares and distribute the proceeds thereof to the Owners in accordance with the
terms hereof, except in order to comply with mandatory provisions of applicable
law. It shall not be necessary for the consent of the Owners under this Section
7.01 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent approves the substance thereof. After an amendment
under this Section 7.01 becomes effective, the Company shall mail to each Owner
a notice briefly describing the amendment.

          SECTION 7.02. Termination.

          This Custody Agreement shall terminate at the close of business on the
earlier of:

          (a) the date on which all Underlying Shares have been delivered to the
     Owners pursuant to Section 2.05 hereof; or

          (b) the date on which the Custodian has distributed all of the
     Disposition Proceeds to the persons entitled thereto pursuant to Section
     6.04 hereof.

          Upon the termination of this Custody Agreement, the Company shall be
discharged from all obligations under this Custody Agreement except for its
obligations to the Custodian under Sections 5.06 and 5.07 hereof, and the
Custodian shall be discharged from all obligations under this Custody Agreement,
except to account for any dividends or other cash distributions received by it
on any Underlying Shares and for the Disposition Proceeds and for its
obligations to the Company under Sections 5.06 and 5.08 hereof.

                                       19
<PAGE>


                                  ARTICLE VIII

                                  MISCELLANEOUS

          SECTION 8.01. Counterparts.

          This Custody Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of such counterparts shall
constitute one and the same instrument. Copies of this Custody Agreement shall
be filed with the Custodian and shall be open to inspection by any Owner or
Beneficial Owner on any Trading Day during regular business hours.

          SECTION 8.02. No Third Party Beneficiaries.

          This Custody Agreement is for the exclusive benefit of the parties
hereto and shall not be deemed to give any legal or equitable right, remedy or
claim whatsoever to any other person.

          SECTION 8.03. Severability.

          In case any one or more of the provisions contained in this Custody
Agreement or in the Exchange Certificates should be or become invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein or therein shall in no way be
affected, prejudiced or disturbed thereby.

          SECTION 8.04. Owners and Beneficial Owners as Parties; Binding Effect.

          The Owners and Beneficial Owners from time to time shall be parties to
this Custody Agreement and a Market Agent Agreement and shall be bound by all of
the terms and conditions hereof and thereof and of the Exchange Certificates by
acceptance thereof.

          SECTION 8.05. Notices.

          Any and all notices to be given to the Company shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to TrizecHahn (USA)
Corporation, 1114 Avenue of the Americas, 31st Floor, New York, New York 10036,
Attn: __________, or such other address of which the Company notifies the
Custodian.

          Any and all notices to be given to the Custodian shall be deemed to
have been duly given and personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to [Custodian Name,
address], Attention: ________, or such other address of which the Custodian
notifies the Company.

          Any and all notices to be given to any Owner shall be deemed to have
been duly given if personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to such Owner at the
address of such Owner as it appears on the transfer


<PAGE>

                                       20


books for Exchange Certificates of the Custodian, or, if such Owner shall have
filed with the Custodian a written request that notices intended for such Owner
be mailed to some other address, at the address designated in such request.

          Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effective at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable,
telex or facsimile transmission) is deposited, postage prepaid, in a post-office
letter box. The Custodian or the Company may, however, act upon any cable, telex
or facsimile transmission received by it, notwithstanding that such cable, telex
or facsimile transmission shall not subsequently be confirmed by letter as
aforesaid.

          SECTION 8.06. Governing Law.

          This Custody Agreement and the Exchange Certificates shall be
interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the laws of the State of New York.

          SECTION 8.07. Entire Agreement.

          This Custody Agreement embodies the entire agreement and understanding
between the parties hereto and supersedes any and all prior agreements and
understandings between the parties hereto relating to the subject matter hereof.




               [Remainder of this page intentionally left blank.]


                                       21
<PAGE>


          IN WITNESS WHEREOF, TRIZECHAHN (USA) CORPORATION, and [CUSTODIAN NAME]
have duly executed this Custody Agreement as of the day and year first set forth
above and all Owners and Beneficial Owners shall become parties hereto upon
acceptance by them of Exchange Certificates delivered in accordance with the
terms hereof and of the Plan of Arrangement.

                                        TRIZECHAHN (USA) CORPORATION

                                        By:______________________
                                        Name:
                                        Title:



                                        [CUSTODIAN NAME], as Custodian


                                        By:______________________
                                        Name:
                                        Title:





                                       22
<PAGE>



                                                                       EXHIBIT A



                                     FORM OF

                              EXCHANGE CERTIFICATE

                             REPRESENTING SHARES OF

                        COMMON STOCK, PAR VALUE $0.01, OF

                          TRIZECHAHN (USA) CORPORATION


No. ______                                          CUSIP No. __________________



          ____________________________________________ or registered assigns IS

THE OWNER OF THIS EXCHANGE CERTIFICATE of TrizecHahn (USA) Corporation, a

Delaware corporation (herein called the "Company"). At the date hereof, this

Exchange Certificate represents _________________ shares of the common stock

(herein called "Shares") transferred into the custody of the Custodian under the

Custody Agreement (as such term is hereinafter defined) at the [New York] office

of ____________________ (herein called the "Custodian").


THE CUSTODIAN'S CORPORATE TRUST OFFICE ADDRESS IS

___________________________________________________________________.


          1. THE CUSTODY AGREEMENT.

          This Exchange Certificate is one of an issue (herein called "Exchange
Certificates"), all issued and to be issued by the Company upon the terms and
conditions set forth in the Custody Agreement, dated as of ______________, 2002
(herein called the "Custody Agreement"), by and among the Company, the
Custodian, and all Owners and Beneficial Owners from time to time of Exchange
Certificates issued thereunder, each of whom by accepting an Exchange
Certificate agrees to become a party thereto and become bound by all the terms
and
                                      A-1
<PAGE>


conditions thereof. The Custody Agreement sets forth the rights and obligations
of Owners and Beneficial Owners of the Exchange Certificates and the rights and
obligations of the Custodian and the Company in respect of the Shares
transferred into the custody of the Custodian thereunder and any and all cash
from time to time received in respect of such Shares and held thereunder (such
Shares are herein called "Underlying Shares"). Copies of the Custody Agreement
are on file at the Custodian's Corporate Trust Office in New York City.

          The statements made in this Exchange Certificate are summaries of
certain provisions of the Custody Agreement and are qualified by and subject to
the detailed provisions of the Custody Agreement, to which reference is hereby
made. Capitalized terms defined in the Custody Agreement and not defined herein
shall have the meanings set forth in the Custody Agreement.

          2. VALIDITY OF EXCHANGE CERTIFICATES.

          No Exchange Certificate shall entitle the holder to any benefits under
the Custody Agreement or be valid or obligatory for any purpose, unless such
Exchange Certificate shall have been issued, dated and executed by the Company
by the manual signature of a duly authorized signatory of the Company; provided,
however, that such signature may be a facsimile if such Exchange Certificate is
countersigned by the manual signature of a duly authorized officer of the
Custodian, or of the Registrar, if a Registrar for the Exchange Certificates
shall have been appointed, and dated by such signatory.

          3. DELIVERY OF UNDERLYING SHARES TO HOLDERS OF EXCHANGE CERTIFICATES.

          An Owner shall be entitled during the Exchange Period to delivery to
him of all, but not less than all, of the Underlying Shares represented by such
Owner's Exchange Certificate, upon meeting the following conditions: (a)
surrender during the Exchange Period at the Corporate Trust Office of the
Custodian of such Exchange Certificate against delivery of all, but not less
than all, of the Underlying Shares represented by such Exchange Certificate; (b)
providing the U.S. Person Certification relating to such Owner to the Custodian
at the time of such surrender; and (c) payment of all taxes and governmental
charges payable in connection with such surrender and exchange.

          Delivery of Underlying Shares may be made by the delivery of stock
certificates in the name of such Owner or by the delivery of certificates
properly endorsed or accompanied by proper instruments of transfer to such
Owner. Such delivery shall be made, as hereinafter provided, without
unreasonable delay.

          Any Exchange Certificate surrendered for such purposes may be required
by the Custodian to be properly endorsed in blank or accompanied by proper
instruments of transfer in blank, and if the Custodian so requires, the Owner
thereof shall execute and deliver to the Custodian a written order directing the
Custodian to deliver all, but not less than all, of the Underlying Shares to
such Owner.

          4. TRANSFER OF EXCHANGE CERTIFICATES; COMBINATION AND SPLIT-UP OF
EXCHANGE CERTIFICATES

                                      A-2
<PAGE>


          The Custodian, subject to the terms and conditions of the Custody
Agreement, shall register transfers of Exchange Certificates on its transfer
books during the Exchange Period, upon receipt of proper documentation therefor
requested by the Custodian, including without limitation surrender of an
Exchange Certificate, by the Owner in person or by a duly authorized attorney,
properly endorsed or accompanied by proper instruments of transfer, and duly
stamped as may be required by the laws of the State of New York and of the
United States of America. Thereupon the Company shall execute a new Exchange
Certificate or Exchange Certificates and the Custodian or the Registrar, if any,
shall deliver the same to the person or persons entitled thereto subject to the
receipt of the certifications, if any, as the Custodian or the Company may
require to comply with all U.S. or foreign laws or governmental regulations.

          The Company, subject to the terms and conditions of the Custody
Agreement, shall upon surrender of an Exchange Certificate or Exchange
Certificates during the Exchange Period for the purpose of effecting a split-up
or combination of such Exchange Certificate or Exchange Certificates, execute,
and the Custodian or the Registrar, if any, shall deliver to the Owner entitled
thereto, a new Exchange Certificate or Exchange Certificates for any authorized
whole number of Underlying Shares represented by Exchange Certificates
requested, evidencing the same aggregate number of Underlying Shares represented
by Exchange Certificates as the Exchange Certificate or Exchange Certificates
surrendered.

          The Custodian may appoint one or more co-transfer agents for the
purpose of effecting transfers, combinations and split-ups of Exchange
Certificates at designated transfer offices on behalf of the Custodian. Such
appointment shall not be effective unless each co-transfer agent appointed under
Section 2.04 of the Custody Agreement accepts such appointment in writing and
agrees to be bound by the applicable terms of the Custody Agreement. In carrying
out its functions, a co-transfer agent may require evidence of authority and
compliance with applicable U.S. or foreign laws or governmental regulations and
other requirements by Owners or persons entitled to Exchange Certificates and
will be entitled to protection and indemnity to the same extent as the
Custodian.

          5. TITLE TO EXCHANGE CERTIFICATES.

          It is a condition of the Exchange Certificate and every successive
Owner and Beneficial Owner by accepting or holding the same consents and agrees,
that title to an Exchange Certificate, when properly endorsed or accompanied by
proper instruments of transfer, shall be transferable by delivery with the same
effect as in the case of a negotiable instrument under the laws of the State of
New York; provided, however, that the Custodian, notwithstanding any notice to
the contrary, may treat the Owner thereof as the absolute owner thereof for the
purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Custody Agreement and for all
other purposes.

          6. LIABILITY OF OWNER OR BENEFICIAL OWNER FOR TAXES AND MARKET AGENT
FEES.

          If any tax or other governmental charge shall become payable with
respect to any Exchange Certificate or any Underlying Shares represented by any
Exchange Certificate, such tax or other governmental charge shall be payable by
the respective Owner or Beneficial Owner

                                      A-3
<PAGE>


to the Custodian. The Custodian may refuse to effect any transfer of such
Exchange Certificate or any delivery of Underlying Shares until such payment is
made, and may withhold any dividends or other distributions, and may apply such
dividends or other distributions or the proceeds of any such sale in payment of
such tax or other governmental charge and the respective Owner or Beneficial
Owner shall remain liable for any deficiency.

          Additionally, if any fees shall become payable to the Market Agent
with respect to any sale of Underlying Shares represented by any Exchange
Certificate pursuant to the Market Agent Agreement, such fees shall be payable
by the respective Owner or Beneficial Owner.

          7. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

          Any Owner or Beneficial Owner may be required from time to time (i) to
file with the Custodian such proof of citizenship or residence, or such
information relating to the registration of Exchange Certificates on the books
of the Custodian or the Registrar, if any, (ii) to execute such certificates and
(iii) to make such representations and warranties, in each case as the Custodian
or the Company may deem necessary or proper. The Custodian may, and shall if
reasonably requested by the Company, withhold the delivery or registration of
transfer of any Exchange Certificate or the distribution of the proceeds of the
sale thereof or the delivery of any Underlying Shares until such proof or other
information is filed or such certificates are executed or such representations
and warranties made. The Custodian shall provide the Company in a timely manner
copies of any such proofs and certificates and such written representations and
warranties that it receives. Each Owner and Beneficial Owner agrees to provide
any information requested by the Company or the Custodian pursuant to Section
3.01 of the Custody Agreement.

          8. SALE OF REMAINING UNDERLYING SHARES AT THE END OF THE EXCHANGE
PERIOD.

          If any Exchange Certificates have not been turned in for Underlying
Shares by the close of business on the Final Exchange Date, then the Custodian,
on behalf of the Owners and Beneficial Owners, shall immediately direct the
Market Agent to sell the Underlying Shares represented by such unexchanged
Exchange Certificates in accordance with the procedures set forth in Section
6.03 of the Custody Agreement. The Disposition Proceeds shall be deposited by
the Custodian into the Certificate Account.

          With respect to any sale of Underlying Shares pursuant to Section 6.02
of the Custody Agreement, the Market Agent, on behalf of the Owners and
Beneficial Owners, shall sell such Underlying Shares on the Principal Market
within not more than five Trading Days after the Final Exchange Date, or if the
Underlying Shares are not listed or admitted to trading on any securities
exchange in the United States, then to the highest bidders among not less than
two solicited bidders for such Underlying Shares (one of which bidders may
include the Market Agent or any Affiliate thereof; provided, however, that
neither the Market Agent nor any of its Affiliates will be under any obligation
to bid, and which bidders need not be limited to recognized broker dealers);
provided that the Market Agent shall require each purchaser of the Underlying
Shares to certify that such purchaser is a "U.S. Person" as such term is defined
in the Company's certificate of incorporation. In the sole judgment of the
Market Agent, bids may be

                                      A-4
<PAGE>


evaluated on the basis of bids for a single Underlying Share, or all of the
Underlying Shares being sold or any other basis determined in good faith by the
Market Agent.

          The Custodian shall distribute the amount of the Disposition Proceeds
to the Owners, on a pro-rata basis based on the number of Underlying Shares
represented by Exchange Certificates held by them on the Final Exchange Date,
respectively, on the first Trading Day following the disposition of all
Underlying Shares. Checks of the Custodian payable at par at any branch of the
Custodian's bankers in [the Borough of Manhattan, the City of New York], shall
be issued in respect of the Disposition Proceeds (less any tax required to be
withheld by the Custodian); provided that at the option of the Custodian,
payments of Distribution Proceeds may be made by wire transfer (provided that
the respective Owner shall have duly provided appropriate wire instructions) to
a United States dollar account maintained by the relevant Owner with a bank
located in the United States of America. Such a wire transfer or the forwarding
by prepaid mail or delivering of such a check to each Owner entitled thereto
hereunder at his address as it appears on the books of the Custodian shall
satisfy the Custodian's obligation to distribute the Disposition Proceeds to the
extent of the sum so transferred or represented thereby. Disposition Proceeds
that are represented by a check that has not been presented to the Custodian's
bankers for payment or that otherwise remain unclaimed for a period of one year
from the Final Exchange Date shall be forfeited to the Company.

          9. CASH DIVIDENDS AND DISTRIBUTIONS.

          Whenever the Custodian shall receive any cash dividend or other cash
distribution on any Underlying Shares, the Custodian shall as promptly as
practicable distribute the amount thus received to the Owners entitled thereto,
on a pro-rata basis based on the number of Underlying Shares represented by
Exchange Certificates held by them respectively; provided, however, that in the
event that the Company or the Custodian shall be required to withhold and does
withhold from such cash dividend or such other cash distribution an amount on
account of taxes payable by any Owner, the amount distributed to such Owner
shall be reduced accordingly. The Company or its agent will remit to the
appropriate governmental authority or agency all amounts withheld and owing to
such authority or agency. The Custodian will forward to the Company or its agent
such information from its records as the Company may reasonably request to
enable the Company or its agent to file necessary reports with governmental
authorities or agencies, and the Custodian or the Company or its agent may file
any such reports necessary to obtain benefits under the applicable tax treaties
for the Owners.

          10. FIXING OF RECORD DATE.

          Whenever any cash dividend or other cash distribution shall become
payable, including but not limited to a distribution of Disposition Proceeds, or
whenever the Custodian shall find it necessary or convenient, the Custodian
shall fix a record date for the determination of the Owners who shall be
entitled to receive such dividend or other cash distribution, including
Disposition Proceeds. The record date with respect to any dividend shall be the
same date set by the Company. Other record dates shall be fixed only after
Consultation with the Company. Subject to the provisions of Section 4.01 of the
Custody Agreement and to the other terms and conditions thereof, the Owners on
such record date shall be entitled to receive the amount distributable by the
Custodian with respect to such dividend or other cash distribution on a pro-

                                      A-5
<PAGE>


rata basis (subject to the withholding of applicable taxes) based on the number
of Underlying Shares represented by Exchange Certificates held by them
respectively.

          11. VOTING RIGHTS OF UNDERLYING SHARES.

          Upon receipt of notice of any meeting of holders of Shares, the
Custodian shall, as soon as practicable thereafter, mail to the Owners a notice
which shall contain: (a) such information as is contained in such notice of
meeting received by the Custodian from the Company; (b) a statement that the
Owners as of the close of business on a specified record date will be entitled
to instruct the Custodian as to the exercise of the voting rights pertaining to
the number of Underlying Shares represented by the Owners' respective Exchange
Certificates; and (c) a statement as to the manner in which such instructions
may be given. Upon the written request of an Owner on such record date, received
on or before the date established by the Custodian for such purpose, the
Custodian shall endeavor, in so far as practicable, to vote or cause to be voted
the number of Underlying Shares represented by the Exchange Certificates in
accordance with the instructions set forth in such request. The Custodian shall
have no authority to and shall not vote or attempt to exercise the right to vote
that attaches to the Underlying Shares, other than in accordance with such
instructions.

          12. REPORTS; INSPECTION OF TRANSFER BOOKS.

          The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Commission. Such reports and communications will be available for inspection and
copying by Owners and Beneficial Owners at the public reference facilities
maintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549.

          The Custodian shall make available for inspection by Owners at its
Corporate Trust Office any notices, reports and communications received from the
Company that are both (a) received by the Custodian on behalf of the Owners and
(b) made generally available to the owners of Shares by the Company. The
Custodian shall also send promptly to the Owners copies of such notices, reports
and communications when furnished by the Company to the Custodian pursuant to
Section 5.05 of the Custody Agreement.

          The Custodian or the Registrar, if any, shall keep books at its
Corporate Trust Office for the registration of Exchange Certificates and
transfers of Exchange Certificates that at all reasonable times shall be open
for inspection by the Owners and the Company; provided that such inspection
shall not be for the purpose of communicating with Owners in the interest of a
business or object other than the business of the Company or a matter related to
the Custody Agreement, the Market Agent Agreement, the Underlying Shares or the
Exchange Certificates.

          13. DISCLOSURE OF BENEFICIAL OWNERSHIP OF EXCHANGE CERTIFICATES.

          The Company and the Custodian may from time to time request Owners or
former Owners to provide information as to the capacity in which they hold or
held Exchange Certificates and regarding the identity of any other persons then
or previously interested in such Exchange Certificates and various other
matters. Each such Owner agrees to provide any such

                                      A-6
<PAGE>


information reasonably requested by the Company or the Custodian pursuant to
Section 3.03 of the Custody Agreement and such agreement shall survive any
disposition of such Owner's interest in Underlying Shares or Exchange
Certificates.

          14. LIABILITY OF THE COMPANY AND CUSTODIAN.

          None of the Custodian, the Company or any of their respective
officers, directors, employees, agents or affiliates shall incur any liability
to any Owner or Beneficial Owner, if by reason of any provision of any present
or future U.S. or foreign law or governmental regulation, or requirement of any
governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the certificate of incorporation of the
Company, or by reason of any provision of any securities issued or distributed
by the Company, or any offering or distribution thereof, or by reason of any act
of God or war or other circumstances beyond its control, the Custodian or the
Company shall be prevented, delayed or forbidden from, or be subject to any
civil or criminal penalty on account of, doing or performing any act or thing
that by the terms of the Custody Agreement or Underlying Shares it is provided
shall be done or performed; nor shall the Custodian or the Company or any of
their respective officers, directors, employees, agents or affiliates incur any
liability to any Owner or Beneficial Owner by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing that by the
terms of the Custody Agreement it is provided shall or may be done or performed,
or by reason of any exercise of, or failure to exercise, any discretion provided
for in the Custody Agreement. Where, by the terms of a distribution pursuant to
Section 4.01 of the Custody Agreement or for any other reason, such distribution
may not be made available to Owners, then the Custodian shall not make such
distribution.

          The Company assumes no obligation nor shall it be subject to any
liability under the Custody Agreement to Owners or Beneficial Owners, except
that it agrees to perform its obligations specifically set forth in the Custody
Agreement without negligence or bad faith.

          The Custodian assumes no obligation nor shall it be subject to any
liability under the Custody Agreement to any Owner or Beneficial Owner
(including, without limitation, liability with respect to the validity or worth
of the Underlying Shares), except that it agrees to perform its obligations
specifically set forth in the Custody Agreement without negligence or bad faith.

          Neither the Custodian nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Underlying Shares or in respect of the Exchange Certificates that in its
opinion may involve it in expense or liability, unless indemnity satisfactory to
it against all expense and liability shall be furnished as often as may be
required.

          Neither the Custodian nor the Company shall be liable for any action
or nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person delivering the Underlying Shares into the
custody of the Custodian, any Owner or any other person believed by it in good
faith to be competent to give such advice or information.

                                      A-7
<PAGE>


          The Custodian shall not be liable for any acts or omissions made by a
successor Custodian whether in connection with a previous act or omission of the
Custodian or in connection with any matter arising wholly after the removal or
resignation of the Custodian, provided that in connection with the issue out of
which such potential liability arises the Custodian performed its obligations
without negligence or bad faith while it acted as Custodian.

          No disclaimer of liability under the Securities Act is intended by any
provision of the Custody Agreement.

          15. RESIGNATION AND REMOVAL OF THE CUSTODIAN.

          The Custodian may at any time resign as Custodian under the Custody
Agreement by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor Custodian
and its acceptance of such appointment as hereinafter provided.

          The Custodian may at any time be removed by the Company by written
notice of such removal effective upon the appointment of a successor Custodian
and its acceptance of such appointment as hereinafter provided.

          In case at any time the Custodian acting under the Custody Agreement
shall resign or be removed, the Company shall use its best efforts to appoint a
successor Custodian that shall be a bank or trust company having an office in
the [Borough of Manhattan, The City of New York]. Every successor Custodian
shall execute and deliver to its predecessor and to the Company an instrument in
writing accepting its appointment under the Custody Agreement, and thereupon
such successor Custodian, without any further act or deed, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor;
but such predecessor, nevertheless, upon payment of all sums due it and on the
written request of the Company shall execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor under
the Custody Agreement, shall duly assign, transfer and deliver all right, title
and interest in the Underlying Shares to such successor, and shall deliver to
such successor a list of the Owners of all outstanding Exchange Certificates.
Any such successor Custodian shall promptly mail notice of its appointment to
the Owners.

          Any company into or with which the Custodian may be merged or
consolidated shall be the successor of the Custodian without the execution or
filing of any document or any further act.

          16. AMENDMENT.

          The Company and the Custodian may amend the Custody Agreement or the
Exchange Certificates without the consent of any Owner or Beneficial Owner to
cure any ambiguity, omission, defect or inconsistency or to make any change that
does not materially adversely affect the rights of any Owner or Beneficial
Owner. With the written consent of the Owners of the Exchange Certificates
representing at least a majority of the Underlying Shares at such time held in
custody by the Custodian, the Company and the Custodian otherwise may amend the
Custody Agreement or the Exchange Certificates; provided, however, that an
amendment to the Custody Agreement or the Exchange Certificates without the
consent of each

                                      A-8
<PAGE>


Owner affected may not make any change that materially adversely affects the
rights of the Owners or Beneficial Owners or materially adversely affects the
obligation of the Custodian to cause the sale of the Underlying Shares and
distribute the proceeds thereof to the Owners in accordance with the terms of
the Custody Agreement, except in order to comply with mandatory provisions of
applicable law. It shall not be necessary for the consent of the Owners under
Section 7.01 of the Custody Agreement to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent approves the
substance thereof. After an amendment under Section 7.01 of the Custody
Agreement becomes effective, the Company shall mail to each Owner a notice
briefly describing the amendment.

          17. TERMINATION OF CUSTODY AGREEMENT.

          The Custody Agreement will terminate at the close of business on the
earlier of: (a) the date on which all Underlying Shares have been delivered to
the Owners pursuant to Section 2.05 thereof; or (b) the date on which the
Custodian has distributed all of the Disposition Proceeds to the persons
entitled thereto pursuant to Section 6.04 thereof.

          Upon the termination of the Custody Agreement, the Company shall be
discharged from all obligations under the Custody Agreement except for its
obligations to the Custodian under Sections 5.06 and 5.07 of the Custody
Agreement, and the Custodian shall be discharged from all obligations under the
Custody Agreement, except to account for any dividends or other cash
distributions received by it on any Underlying Shares and for the Disposition
Proceeds and for its obligations to the Company under Sections 5.06 and 5.08 of
the Custody Agreement.




               [Remainder of the page intentionally left blank.]

                                      A-9
<PAGE>




          IN WITNESS WHEREOF, the Company has caused this Exchange Certificate
to be duly executed.



Date: ____________________________

                                       TRIZECHAHN (USA) CORPORATION



                                       By: ______________________________
                                       Name:
                                       Title:



                                       Countersigned by:


                                       [CUSTODIAN NAME] or
                                       [REGISTRAR NAME]



                                       By: ______________________________
                                       Name:
                                       Title:


                                      A-10
<PAGE>




                                                                       EXHIBIT B


                                     FORM OF

                             MARKET AGENT AGREEMENT


          MARKET AGENT AGREEMENT, dated as of _____________, 2002 (the
"Agreement"), by and between __________________ ( "[Market Agent Name]"),
TrizecHahn (USA) Corporation, a Delaware Corporation (the "Company"),
___________ (the "Custodian") and all Owners and Beneficial Owners from time to
time of Exchange Certificates. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the custody agreement between the
Issuer, the Custodian and all Owners and Beneficial Owners from time to time of
Exchange Certificates, dated as of _______, 2002 (the "Custody Agreement"). This
Agreement shall constitute the "Market Agent Agreement" as defined in the
Custody Agreement.


                              W I T N E S S E T H:
                              -------------------

          WHEREAS, the Custodian, on behalf of the Owners and Beneficial Owners,
desires to retain [Market Agent Name] to render certain services to the
Custodian in the manner and on the terms hereinafter set forth;

          WHEREAS, [Market Agent Name] is a recognized broker dealer meeting the
qualifications for a Market Agent set forth in the Custody Agreement and desires
to provide such services to the Custodian on behalf of the Owners and Beneficial
Owners, on the terms and conditions hereinafter set forth; and

          WHEREAS, the Company and the Custodian, on behalf of the Owners and
Beneficial Owners, have agreed to enter into and execute this Market Agent
Agreement with [Market Agent Name] pursuant to Section 6.01 of the Custody
Agreement;

          NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, [Market Agent Name], the Custodian and the Company hereby
agree as follows:

          SECTION 1. Duties of the Market Agent.

          The Custodian hereby employs [Market Agent Name] to act as the Market
Agent for the Custodian, on behalf of the Owners and Beneficial Owners, and to
furnish to the Custodian all of the services of the Market Agent set forth
herein and in the Custody Agreement, including but not limited to acting on
behalf of the Custodian in connection with the sale of Underlying Shares on
behalf of Owners and Beneficial Owners as provided in the Custody Agreement. The
Market Agent may solicit and accept bids for the Underlying Shares. [Market
Agent Name] hereby accepts such employment and agrees during the term of the
Custody

                                      B-1
<PAGE>


Agreement to render such services and to assume the obligations of the Market
Agent under the Custody Agreement under the terms and conditions herein set
forth.

          SECTION 2. Compensation of Market Agent.

          The Beneficial Owners or Owners, as applicable, shall pay [Market
Agent Name] fees as set forth on Schedule A hereto. [Market Agent Name] may
deduct any fees owed to [Market Agent Name] under this Section 2 from the
proceeds of the sale of the Underlying Shares.

          SECTION 3. Limitation of Liability of the Market Agent.

          The Market Agent shall not be liable in contract, tort or otherwise to
the Custodian, the Owners, the Beneficial Owners, or the Company for any losses,
costs or damages arising out of its performance of its obligations and duties
under the Custody Agreement except for willful misconduct or negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties under the Custody Agreement.

          SECTION 4. Term of this Agreement.

          This Agreement, which shall be a binding agreement as of the date
hereof and shall inure to the benefit of the respective successors and permitted
assigns of the parties hereto, shall terminate upon the earlier to occur of (a)
the termination of the Custody Agreement, (b) the removal of the Market Agent by
the Custodian in accordance with the Custody Agreement or (c) 30 days after
written notice of [Market Agent Name]'s resignation as Market Agent is delivered
to the Custodian.

          SECTION 5. Amendments.

          No amendment or waiver of any provision of this Agreement nor consent
to any departure herefrom by any party hereto shall in any event be effective
unless the same shall be in writing and signed by the party against which
enforcement of such amendment or waiver or consent is sought, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given.

          SECTION 6. Notice Addresses.

          Except as otherwise expressly provided herein, all notices and other
communications provided for under the Custody Agreement shall be deemed to have
been duly given if sent by facsimile transmission (a) if to the Market Agent, as
set forth below and (b) if to the Company or the Custodian, as set forth in the
Custody Agreement;

     If to [Market Agent Name]:  [Market Agent Name]
                                 [Address]
                                 Attention:
                                 Facsimile:  (     )

                                      B-2
<PAGE>


                                 Telephone confirmation no.:  (  )

          SECTION 7. Assignment.

          Except as provided in this Section 7, this Agreement may not be
assigned by the Market Agent without the prior consent of the Custodian in
accordance with the Custody Agreement.

          The Market Agent shall have the right to transfer and assign all of
its rights, duties, obligations and liabilities under this Agreement to an
Affiliate of the Market Agent; provided, however, that such transfer and
assignment shall be on the condition that the due and punctual performance and
observance of all the terms and conditions of this Agreement to be performed by
the Market Agent shall, by an agreement supplemental hereto, be assumed by such
Affiliate just as fully and effectually as if such Affiliate had been the
original party of the first part to this Agreement.

          SECTION 8. Applicable Law.

          This Agreement shall be governed by the laws of the State of New York.

          SECTION 9. Entire Agreement.

          This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes any and all prior agreements and
understandings between the parties hereto relating to the subject matter hereof.

     SECTION 10. Counterparts.

          This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

     SECTION 11. Severability of Provisions.

          If one or more of the provisions of this Agreement shall be for any
reason whatsoever held invalid or unenforceable, such provisions shall be deemed
severable from the remaining covenants, agreements and provisions of this
Agreement and such invalidity or unenforceability shall in no way affect the
validity or enforceability of such remaining provisions or the rights of any
parties thereunder. To the extent permitted by law, the parties hereto hereby
waive any provision of law that renders any provision of this Agreement invalid
or unenforceable in any respect.



        [The remainder of this page has intentionally been left blank.]

                                      B-3

<PAGE>




IN WITNESS WHEREOF, [MARKET AGENT NAME], TRIZECHAHN (USA) CORPORATION, and
[CUSTODIAN NAME] have duly executed and delivered this Market Agent Agreement
as of the day and year first set forth above and all Owners and Beneficial
Owners shall become parties hereto upon becoming parties to the Custody
Agreement.


                                       [MARKET AGENT NAME]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       TRIZECHAHN (USA) CORPORATION


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                       [CUSTODIAN NAME]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:




<PAGE>


                                                                       Exhibit C

                                     FORM OF

                            U.S. PERSON CERTIFICATION

[Date]

[Exchange Certificate Holder's Name]
[Address]


[Custodian Name]
[Address]

          TrizecHahn (USA) Corporation (the "Company") Exchange Certificates

Ladies and Gentlemen:

          Reference is made to the Custody Agreement dated ____ 2002 among the
Company, [Custodian Name] as Custodian, and the Owners and Beneficial Owners of
Exchange Certificates. All terms used and not defined herein shall have the
respective meanings ascribed to them in the Custody Agreement.

          In connection with the surrender of Exchange Certificate Number
______, representing ________ shares of the Company's common stock, par value
$0.01 (the "Underlying Shares") for exchange and delivery of such Underlying
Shares, [Exchange Certificate Holder's Name] (the "Owner") hereby represents and
warrants that the Owner is a U.S. Person within the meaning of such term as set
forth in the Company's certificate of incorporation.

          The Owner acknowledges that the foregoing representation and warranty
is made by the Owner pursuant to the Custody Agreement with the intent that it
may be relied upon by the Company and the Custodian in determining whether to
permit the Owner to exchange its Exchange Certificate for the Underlying Shares
represented thereby. The Owner further agrees that the foregoing representation
and warranty shall survive such exchange and shall continue in full force and
effect notwithstanding any subsequent disposition by the Owner of any or all of
the Underlying Shares received upon such exchange.

<PAGE>


          IN WITNESS WHEREOF, the undersigned has executed this letter,
effective as of the day and the year first set forth above.

                                             [Exchange Certificate Holder Name]

                                             By:__________________________
                                             Name:
                                             Title: