TRIZEC PROPERTIES, INC.

                             2002 STOCK OPTION PLAN


1.   PURPOSE OF PLAN

         The purpose of the Trizec Properties, Inc. 2002 Stock Option Plan (the
"Plan") is to attract, retain and motivate persons of training, experience and
leadership as directors, officers and key employees of the Company (as defined
below) and its subsidiaries and to advance the interests of the Company by
affording its key employees the opportunity, through options to purchase shares
of the Company, to acquire an increased proprietary interest in the Company.
Options will also be granted under the Plan in connection with the Corporate
Reorganization (as defined below).

         The Plan shall become effective as of the date of the Corporate
Reorganization, which date shall be on or after the date of shareholder
approval, in accordance with applicable law and the listing requirements of the
applicable stock exchange.

2.   DEFINED TERMS

2.1  Defined Terms. When used herein, the following terms shall have the
following meanings, respectively:

         "Aggregate Limit" means the aggregate number of Shares authorized for
issuance under the Plan.

         "Board" means the Board of Directors of the Company or, if established
and duly authorized to act, a committee of the Board of Directors of the
Company.

         "Cause", with respect to an Optionee, has the meaning set forth in such
Optionee's Option Agreement.

         "Code" means the United States Internal Revenue Code of 1986, as
amended, and the applicable rulings and regulations thereunder.

         "Committee" has the meaning attributed thereto in Article 3.

         "Company" means Trizec Properties, Inc., a Delaware corporation, and
includes any successor corporation thereof.

         "Corporate Reorganization" means the plan of arrangement pursuant to
Canadian law, pursuant to which the Company will become a publicly traded real
estate investment trust which owns all of the U.S. assets currently owned by
TrizecHahn Corporation and its subsidiaries.

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         "Date of Grant" means the date on which an Option is granted to an
Optionee, as set forth in the applicable Option Agreement.

         "Employee" means any person who is an employee of the Company or one of
its Subsidiaries, including employees who are officers or members of the Board.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Fair Market Value" of a Share as of any date means:

     (a) if the Shares are listed on an established stock exchange or exchanges
         (including, for this purpose, the NASDAQ National Market), the average
         of the highest and lowest sale prices of the stock quoted for such date
         as reported in the Transactions Index of each such exchange, as
         published in The Wall Street Journal and determined by the Committee,
         or, if no sale price was quoted in any such Index for such date, then
         as of the next preceding date on which such a sale price was quoted;

     (b) if the Shares are not then listed on an exchange or the NASDAQ National
         Market, the average of the closing bid and asked prices per share for
         the stock in the over-the-counter market as quoted on The NASDAQ Small
         Cap or OTC Electronic Bulletin Board, as appropriate, on such date; or

     (c) if the Shares are not then listed on an exchange or quoted in the
         over-the-counter market, an amount determined in good faith by the
         Committee; provided, however, that, when appropriate, the Committee, in
         determining Fair Market Value of the Shares, may take into account such
         factors as it may deem appropriate under the circumstances.

         "Former Employee" means an individual who is a former Employee as of
the effective date of the Corporate Reorganization.

         "Key Advisor" means an advisor who is a natural person who performs
services for the Company or any of its Subsidiaries.

         "Non-Employee Director" means a member of the Board who is not an
Employee.

         "Option" means a nonstatutory option to purchase Shares granted under
the Plan. Options granted under the Plan are not intended to satisfy the
requirements applicable to incentive stock options as contemplated by Section
422 of the Code.

         "Option Agreement" means a written agreement or certificate, executed
by the Company and, if so required by the Committee, by the Optionee, which sets
forth the terms and conditions of an Option.


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         "Option Price" means the price at which a Share may be purchased under
an Option, as the same may be adjusted from time to time in accordance with
Article 8 hereof.

         "Optionee" means an Employee, Key Advisor Former Employee or
Non-Employee Director to whom an Option has been granted.

         "Plan" means the 2002 Stock Option Plan of the Company, as the same may
be amended from time to time.

         "Shares" means the common stock of the Company, par value $0.01, or, in
the event of an adjustment contemplated by Article 8 hereof, such other shares
or securities to which an Optionee may be entitled upon the exercise of an
Option as a result of such adjustment.

         "Subsidiary" means any entity (whether or not incorporated) in an
unbroken chain of entities beginning with the Company that is directly or
indirectly controlled by the Company. For purposes of this definition, control
means the ownership of 50 percent or more of the total combined voting power of
all classes of stock in such entity.

2.2   Rules of Construction. Unless the context requires otherwise, the use of
masculine pronouns shall also refer to feminine pronouns and the use of a
singular noun shall also refer to the plural. Unless otherwise stated,
references to articles and sections refer to articles and sections of the Plan.

3.    ADMINISTRATION OF THE PLAN

3.1   The Committee. The Plan shall be administered by the Committee whose
members are appointed by the Board. The members of the Committee shall serve at
the pleasure of the Board, and vacancies occurring in the Committee shall be
filled by the Board. Except as the Board may otherwise determine in connection
with a change in applicable law or other relevant circumstances, a person may
serve on the Committee only if he (a) is a Non-Employee Director for purposes of
Rule 16b-3 of the Exchange Act and (b) satisfies the requirements of an "outside
director" for purposes of Section 162(m) of the Code.

3.2   Actions by the Committee. The Committee shall select one of its members as
its Chairman and shall hold its meetings at such time and place as it shall deem
advisable. A majority of members of the Committee shall constitute a quorum, and
all actions of the Committee shall be taken by a majority of the members present
at any meeting. Any action of the Committee may be taken by an instrument in
writing signed by all of the members of the Committee, and any action so taken
shall be as effective as if it had been taken by a vote of the majority of the
members of the Committee present at a meeting of the members of the Committee
duly called and held.

3.3   Powers of the Committee. The Committee shall have the power, where
consistent with the general purpose and intent of the Plan and subject to the
specific provisions of the Plan, (a) to establish policies and to adopt rules
and regulations for carrying out the purposes, provisions and administration of
the Plan; (b) to interpret and construe the Plan and to determine all questions
arising out of the Plan and any Option granted pursuant to the Plan, and any
such interpretation,
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construction or determination made by the Committee shall be final, binding and
conclusive for all purposes; (c) to determine the number of Shares covered by
each Option; (d) to determine the Option Price; (e) to determine the time or
times when Options will be granted and exercisable; (f) to determine if the
Shares which are subject to an Option will be subject to any restrictions upon
the exercise of such Option; and (g) to prescribe the form of the instruments
relating to the grant, exercise and other terms of Options. All actions taken
and interpretations and determinations made by the Committee in good faith shall
be final and binding upon the Company, all persons who have received Options
under the Plan and all other interested persons. Notwithstanding anything in
this Section 3.3 to the contrary, Options granted in connection with the
Corporate Reorganization need not be approved by the Committee.

3.4   Liability; Indemnification. No member of the Committee, nor any individual
to whom any authority of the Committee shall have been delegated, shall be
personally liable for any action, interpretation or determination made with
respect to the Plan or Options granted thereunder. Each member of the Committee
and each person to whom the Committee delegates authority hereunder shall be
fully indemnified and protected by the Company with respect to any liability he
may incur with respect to any such action, interpretation or determination, to
the extent permitted by applicable law and to the extent provided in the Bylaws
of the Company or similar organizational documents, as amended from time to
time.

4.    SHARES SUBJECT TO THE PLAN

4.1   Maximum Number Authorized. Options may be granted in respect of authorized
and unissued Shares, provided that the Aggregate Limit, subject to adjustment or
increase of such number pursuant to the provisions of Article 8, shall not
exceed 19,000,000. No fractional shares may be purchased or issued under the
Plan.

4.2   Share Counting. For purposes of Section 4.1, Shares shall count against
the Aggregate Limit only when issued in respect of an Option. Thus, in the event
that any Option expires unexercised or is forfeited, terminated, surrendered or
cancelled without being exercised or settled, as the case may be, in whole or in
part for any reason, then, as the Shares covered by such Option (or, in the case
of partial forfeiture, termination, surrender or cancellation, covered by the
portion of the Option forfeited, terminated, surrendered or cancelled) will not
have been issued in respect of the Option, they shall remain available for
subsequent Options, upon such terms as the Committee may determine. Similarly,
any Shares withheld or transferred to the Company upon exercise or settlement of
an Option, including, without limitation, Shares used to satisfy tax
obligations, shall again be available for subsequent Options under the Plan.

5.    ELIGIBILITY, GRANT AND TERMS OF OPTIONS

5.1   Persons Eligible to Receive Options. All Employees and all Non-Employee
Directors shall be eligible to receive Options under the Plan. Key Advisors
shall be eligible to receive Options under the Plan, provided they render bona
fide services that are not in connection with the offer or sale of securities in
a capital raising transaction. In connection with the Corporate Reorganization,
Employees, Former Employees and Non-Employee Directors holding options to

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purchase subordinate voting shares of TrizecHahn Corporation that will be
cancelled in exchange for Options shall be eligible to receive such Options
under the Plan.

5.2   Selection of Optionees. Except for any Options granted in connection with
the Corporate Reorganization, the Committee shall select the Employees,
Non-Employee Directors and Key Advisors to receive Options and shall determine
the number of Shares subject to a particular Option in such manner as the
Committee determines.

5.3   Terms of Options. Unless otherwise specifically provided in this Article
5, the number of Shares subject to each Option, the Option Price, the expiration
date of each Option, the extent to which each Option is exercisable from time to
time during the term of the Option and other terms and conditions relating to
each such Option shall be determined by the Committee and set forth in the
Option Agreement; provided, however, that if no specific determination is made
by the Committee with respect to any of the following matters, each Option
shall, subject to any other specific provisions of the Plan, contain the
following terms and conditions:

     (a) With respect to all Options, except Options issued in connection with
         the Corporate Reorganization:

                  (i) The period during which the Option shall be exercisable
         shall be seven years from the Date of Grant.

                  (ii) Each Option shall vest one-fourth on the first
         anniversary of the Date of Grant and on each of the three subsequent
         anniversaries of the Date of Grant.

                  (iii) An Option may be exercised with respect to not more than
         one-fourth of the Shares covered by such Option during any one 12-month
         period commencing one year after the Date of Grant; provided, however,
         that if the number of Shares exercised under the Option in any 12-month
         period is less than one-fourth of the Shares covered by the Option, the
         Optionee shall have the right, at any time or from time to time during
         the remainder of the term of the Option, to purchase such number of
         Shares subject to the Option which was exercisable, but not exercised
         by the Optionee, during such 12-month period; and provided further that
         no Option shall be exercised until it is vested.

     (b) With respect to Options granted in connection with the Corporate
         Reorganization:

               (i) The following terms shall be the same as the terms of the
          options being replaced: number of Shares underlying each Option,
          vesting schedule and exercise price, (converted from Canadian dollars
          into U.S. dollars using the exchange rate prevailing on the effective
          date of the Corporate Reorganization).

               (ii) The period during which such Options shall be exercisable
          shall expire on the later of (x) the original expiration date of the
          replaced options, determined by the date on which they were granted by
          TrizecHahn Corporation and (y) 66 months from the effective date of
          the Corporate Reorganization;


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          provided, however, that this Section 5.3(b)(ii) shall not apply to
          Optionees who are Former Employees.

               (iii) Except as set forth in this Section 5.3(b) and Section
         5.4, such Options shall be subject to all provisions of the Plan,
         including without limitation, Section 6.

5.4   Minimum Option Price. The Option Price on Shares that are the subject of
any Options, except Options that are granted in connection with the Corporate
Reorganization, shall not be less than the Fair Market Value of the Shares on
the Date of Grant.

5.5   Maximum Option Period. In no event may the term of an Option exceed ten
years from the time of the grant of the Option.

5.6   Limit on Options to Any Person. The maximum number of Shares for which
Options may be granted to any Optionee during each fiscal year of the Company
shall be 4,000,000, which limit shall be construed and applied consistent with
Section 162(m) of the Code and subject to adjustment pursuant to Article 8.

5.7   Option Non-Assignable. The Option is personal to the Optionee and is
non-assignable. Accordingly, no Option acquired directly or indirectly under the
Plan may be transferred, assigned, pledged or hypothecated (whether by operation
of law or otherwise), except as provided by will, the applicable laws of descent
and distribution or as required by law, and no Option shall be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of an Option not specifically
permitted therein shall be null and void and without effect. An Option may be
exercised only by the Optionee during his lifetime and, following the Optionee's
death, may be exercised pursuant to Section 6.2(b), unless the Committee
determines otherwise, only by the Optionee's estate or by the person who
acquires the right to exercise such Option on his death by bequest or
inheritance.

6.    EXPIRATION OF OPTIONS

6.1   General Rule. Subject to Section 6.3 hereof, an Option granted to an
Optionee and all rights to purchase Shares pursuant thereto shall expire and
terminate immediately upon (a) the termination of the employment of the Optionee
by the Company or any Subsidiary, in the case of an Optionee who is an Employee,
(b) the date on which the Optionee ceases to be a Non-Employee Director, in the
case of an Optionee who is a Non-Employee Director, and (c) the date on which an
Optionee ceases to be a Key Advisor other than, in each of the foregoing cases,
in the circumstances referred to in Section 6.2 hereof.

6.2  Extended Rights.

     (a) If, before the expiration of an Option in accordance with the terms
         thereof, the employment of an Optionee who is an Employee has
         terminated for any reason whatsoever other than (a) termination by the
         Company for Cause, (b) death, or (c) disability, then the Optionee
         shall have a period of 30 days following the day when the Optionee
         ceased to be an Employee within which the Optionee may


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          exercise any Options that were vested and unexercised at the date
          such employment ceased and any such Options that remain unexercised at
          the end of such period shall terminate.

     (b) If, before the expiration of an Option in accordance with the terms
         thereof, an Optionee ceases to be an Employee, Non-Employee Director or
         Key Advisor by reason of death or disability, the Optionee (or the
         legal personal representatives of the Optionee in the event of death)
         may exercise such Option (whether or not vested) at any time within the
         one-year period following the date on which the Optionee ceased to be
         an Employee, Non-Employee Director or Key Advisor, as the case may be.

     (c) The Committee may, in its absolute discretion (and if the Optionee is a
         Key Advisor or an Employee other than an officer within the meaning of
         Section 16(a) of the Exchange Act, the President may, in his absolute
         discretion), extend the period within which an outstanding Option,
         whether vested or unvested, may be exercised so that such Option may,
         subject to the amended terms thereof and any other terms of the Plan,
         be exercised by the Optionee during any period of time determined by
         the Committee or the President, as the case may be, but such period
         shall not end later than the original expiration date of the Option.

6.3  Change of Employment. Options shall not be affected by any change of
employment of the Optionee if, following such change, the Optionee is an
Employee or a Non-Employee Director. If expressly permitted in the Option
Agreement, an Optionee who is an Employee or Non-Employee Director on the Date
of Grant and who subsequently ceases to be an Employee or Non-Employee Director
and becomes a Key Advisor may retain the Options on the same terms and
conditions as in effect on the Date of Grant.

7.   EXERCISE OF OPTIONS

7.1  Notice and Payment. Subject to the provisions of the Plan, an Option may be
exercised from time to time by delivery to the Company at its head office of a
written notice of exercise specifying the number of Shares with respect to which
the Option is being exercised. Payment for the Shares issuable upon exercise of
the Option shall be made in full and:

     (a) in cash; or

     (b) by such other method as the Committee in its discretion may approve
         (e.g., if the Shares are listed on an exchange or quoted on an
         automated quotation system, through a "cashless" exercise procedure
         that affords Optionees the opportunity to sell immediately some or all
         of the Shares underlying the exercised portion of the Option in order
         to generate sufficient cash to pay the Option Price and/or to satisfy
         withholding tax obligations related to the Option pursuant to Section
        7.3).

7.2  Conditions Precedent to Issuance of Shares. Unless the Company determines
otherwise, certificates for Shares pursuant to the exercise of an Option will be
issued and delivered to


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the Optionee, or such other person as the Optionee may direct, within a
reasonable time following the receipt of such notice and payment in full of the
Option Price. Notwithstanding any of the provisions contained in the Plan or in
any Option Agreement, the Company's obligation to issue Shares to an Optionee
pursuant to the exercise of an Option shall be subject to (a) completion of such
registration or other qualification of such Shares or obtaining approval of such
governmental authority as the Company shall determine to be necessary or
advisable in connection with the authorization, issuance or sale thereof; (b)
the admission of such Shares to listing on any stock exchange on which the
Shares may then be listed; and (c) the receipt from the Optionee of such
representations, agreements and undertakings as to future dealings in such
Shares as the Company determines to be necessary or advisable in order to
safeguard against the violation of the securities laws of any applicable
jurisdiction. In this connection the Company shall, to the extent necessary,
take all reasonable steps to obtain such approvals, registrations and
qualifications as may be necessary for issuance of such Shares in compliance
with applicable securities laws and for the listing of such Shares on any stock
exchange on which the Shares are then listed.

7.3  Taxes. The Company shall have the right to require Optionees or their
beneficiaries or legal representatives exercising an Option or disposing of
Shares acquired pursuant to the exercise of an Option to reimburse the Company
or any appropriate Subsidiary an amount sufficient to satisfy all withholding
tax requirements. In lieu thereof, the Company or appropriate Subsidiary, as the
case may be, shall have the right to withhold the amount of such taxes from any
other sums due or to become due from the Company or any Subsidiary to the
Optionee upon such terms and conditions, if any, as the Committee may determine.
The Company may, in its discretion, hold the Share certificates to which such
Optionee is entitled upon the exercise of an Optionee as security for the
payment of such withholding tax liability, until cash sufficient to pay that
liability has been accumulated. The Committee also may, in its discretion,
permit an Optionee to satisfy the minimum statutory tax-withholding obligation
either by (a) surrendering Shares owned by the Optionee or (b) having the
Company withhold Shares otherwise deliverable to the Optionee. Shares
surrendered or withheld shall be valued at their Fair Market Value as of the
date on which income is required to be recognized for income tax purposes.

8.   CERTAIN ADJUSTMENTS


     Notwithstanding any provision of the Plan or any Option Agreement to the
contrary, in the event of any change in the outstanding Shares by reason of a
dividend or stock split, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares or otherwise or any other event
that may dilute or enlarge the rights of Optionees with respect to (i) the
number of Shares of common stock covered by each outstanding Option or (iii) the
Option Prices in respect thereof, then (a) such proportionate adjustments or
substitutions shall be made as may be necessary (in the form determined by the
Committee in its sole discretion) to prevent dilution or enlargement of the
rights of Optionees with respect to any of the matters described in clauses
(i), (ii) and (iii) above and (b) the Committee may make such other adjustments
or substitutions, consistent with the foregoing, as it deems appropriate in its
sole discretion. The determination of the Committee, as to any substitution or
adjustment or as to there being no need for the same, will be final and binding
on all parties.


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9.   AMENDMENT OR TERMINATION OF THE PLAN

         Subject to any approval of the shareholders of the Company that may be
required (or, in the opinion of the Committee, appropriate) under law, the
Committee may amend, suspend or terminate the Plan at any time; provided,
however, that no amendment to increase the maximum number of Shares that may be
optioned under the Plan shall be effective until confirmed by such vote of the
shareholders of the Company as may be required under applicable stock exchange
rules; and provided further that no amendment that would adversely alter an
Option previously granted to an Optionee under the Plan shall have retrospective
effect without the consent of the Optionee. Notwithstanding the foregoing, the
Committee shall have the right to amend, modify or remove the provisions of the
Plan which are included to permit the Plan to comply with the
"performance-based" exception to Section 162(m) of the Code if Section 162(m) of
the Code is subsequently amended, deleted or rescinded.

10.  RIGHTS AS A SHAREHOLDER

         The holder of an Option shall not have any rights as a shareholder of
the Company with respect to any of the Shares covered by such Option until the
issuance of a certificate for Shares upon the exercise of such Option.

11.  COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT

11.1 General Rule. The Plan is intended to comply with Rule 16b-3 under the
Exchange Act or its successors, and the Committee shall interpret and administer
the provisions of the Plan or any Option Agreement in a manner consistent
therewith. To the extent any provision of the Plan or Option Agreement or any
action by the Committee fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee. Moreover, in
the event the Plan or an Option Agreement does not include a provision required
by Rule 16b-3 to be stated therein, such provision (other than one relating to
eligibility requirements, or the price and amount of Options) shall be deemed
automatically to be incorporated by reference into the Plan or such Option
Agreement insofar as Optionees subject to Section 16 of the Exchange Act are
concerned.

11.2 Avoidance of Liability. Notwithstanding anything contained in the Plan or
any Option Agreement to the contrary, if the consummation of any transaction
under the Plan would result in the possible imposition of liability on an
Optionee pursuant to Section 16(b) of the Exchange Act, the Committee shall have
the right, in its sole discretion, but shall not be obligated, to defer such
transaction to the extent necessary to avoid such liability, but in no event for
a period in excess of 180 days.

12.  MISCELLANEOUS

12.1 Shareholder Approval. The shareholders of the Company shall duly approve
this Plan and any amendments to the Plan requiring shareholder approval within
the time frames required by the Code and applicable stock exchange rules. If
such shareholder approval is not obtained, then any Options granted hereunder
shall be automatically rescinded.


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12.2 No Right to Employment. Nothing in the Plan or in any Option Agreement, nor
the grant of any Option, shall confer upon any individual any right to continue
in the employ of the Company or any Subsidiary or to be entitled to any
remuneration or benefits not set forth in the Plan or such Option Agreement or
interfere with or limit the right of the Company or any Subsidiary to modify the
terms of, or terminate, such individual's employment at any time.

12.3 Notices. Notices required or permitted to be made under the Plan shall be
sufficiently made if (a) sent by (i) registered or certified mail, (ii) a
nationally recognized courier service or (iii) facsimile and (b) are addressed
(i) to the Optionee at the Optionee's address as set forth in the books and
records of the Company or (ii) to the Company or the Committee at the principal
office of the Company.

12.4 Severability. In the event that any provision of the Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

12.5 Governing Law. The Plan shall be governed by the law of the State of
Delaware (determined without regard to the choice of law provisions thereof).
Any Option Agreement may, if the Committee so determines, provide that it shall
be governed by a law other than that of Delaware (e.g., the law of the principal
place of business or residence of the Optionee or of the jurisdiction of
incorporation of a Subsidiary). Each Optionee shall, by accepting an Option,
consent to the jurisdiction of the federal and state courts located in New York,
New York and Chicago, Illinois.

12.6 Term of Plan. The Plan shall have no specific term and shall continue in
effect until all available shares have been issued, unless earlier terminated
pursuant to Article 9.

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12.7 Impact on Other Plans. This Plan shall not be deemed to provide
compensation to Optionees for purposes of computing benefits under any
retirement plan of the Company and shall not affect any benefits under any other
benefit plan now or subsequently in effect under which the availability or
amount of benefits is related to the level of compensation.



















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