CERTIFICATE OF AMENDMENT
                                       TO
                           FOURTH AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             TRIZEC PROPERTIES, INC.

         TRIZEC PROPERTIES, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:

         FIRST: The name of the Corporation is Trizec Properties, Inc. The date
of filing its original Certificate of Incorporation with the Secretary of State
of the State of Delaware was October 25, 1989 (Delaware File No. 2211569) under
the name Trizec (USA) Holdings, Inc. The date of filing of its Fourth Amended
and Restated Certificate of Incorporation was February 11, 2002;

         SECOND: This Certificate of Amendment sets forth an amendment to the
Fourth Amended and Restated Certificate of Incorporation of the Corporation that
was duly adopted by the written consent of the holder of a majority of the
outstanding stock of the Corporation entitled to vote thereon in accordance with
the provisions of Sections 242 and 228 of the General Corporation Law of the
State of Delaware;

         THIRD: That Section (A) of Article IV of the Corporation's Fourth
Amended and Restated Certificate of Incorporation shall be amended to add the
following provision:

    "4.  Adjustment of Number of Issued and Outstanding Shares.
         ------------------------------------------------------

         Without any other action on the part of the Corporation or any other
    person, immediately prior to the Plan Date (as defined in Section (B)(1.1)
    of this Article IV) (the "Adjustment Time"), the shares of Common Stock
    issued and outstanding as of the Adjustment Time (the "Outstanding Common
    Shares") shall be subdivided, in the event that the Factor Number (as
    defined below) is greater than one, or combined, in the event that the
    Factor Number is less than one, into such number of fully paid and
    nonassessable shares of Common Stock with par value $0.01 (the "Common
    Shares Adjustment") as calculated by multiplying the total number of
    Outstanding Common Shares by a fraction (the "Factor Number"), (x) the
    numerator of which is one plus the total number of all issued and
    outstanding multiple voting shares and subordinate voting shares of Trizec
    Hahn Corporation immediately prior to the Common Shares Adjustment, and (y)
    the denominator of which is the total number of the issued and outstanding
    shares of the Corporation's common stock held by Trizec Canada Inc., Trizec
    Hahn Corporation or any of their respective subsidiaries immediately prior
    to the Common Shares Adjustment. The capital account of the Corporation
    shall not be increased or decreased by such change. Upon the Common Shares
    Adjustment, each certificate representing Outstanding Common Shares shall
    represent such number of shares resulting from multiplying the Factor Number
    by the number of Outstanding Common Shares represented thereby (in each
    case, the "New Share Number") and the holder of record of each such old
    certificate shall be entitled, upon request and surrender of the such old
    certificate, to receive a new certificate representing a number of shares of
    Common Stock with par value

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    $0.01 equal to the New Share Number; provided, however, that New Share
    Numbers shall not include fractional shares and each stockholder who would
    otherwise be entitled to receive a fractional share because of the Common
    Shares Adjustment (each, a "Fractional Holder") will be entitled to a cash
    payment by the Corporation in lieu of such fractional share (the "Fractional
    Payment")."

         IN WITNESS WHEREOF, TRIZEC PROPERTIES, INC., has executed this
Certificate of Amendment as of the 29th day of April, 2002.



                                   TRIZEC PROPERTIES, INC.


                                   By:  /s/ Gregory F. Hanson
                                      ------------------------------------
                                   Name:  Gregory F. Hanson
                                   Title: Executive Vice President and Chief
                                          Financial Officer