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                                                                     Exhibit 4.2

                        BROOKFIELD PROPERTIES CORPORATION

                                SHARE OPTION PLAN

   ESTABLISHED BY THE BOARD OF DIRECTORS OF BROOKFIELD PROPERTIES CORPORATION
                               ON NOVEMBER 7, 1990

                      AMENDED AND RESTATED FEBRUARY 7, 2007

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                        BROOKFIELD PROPERTIES CORPORATION

                                SHARE OPTION PLAN

SECTION 1: GENERAL PROVISION

1.1  Purpose

     The purpose of the Share Option Plan (the "Plan") of Brookfield Properties
     Corporation (herein called the "Corporation") is to advance the interests
     of the Corporation by (i) providing Eligible Persons with additional
     incentive; (ii) encouraging stock ownership by such Eligible Persons; (iii)
     increasing their proprietary interest in the success of the Corporation;
     (iv) encouraging Eligible Persons to remain with the Corporation or its
     Subsidiaries; and (v) attracting new employees, officers and directors.

1.2  Administration

     (a)  The Plan shall be administered by the Board of Directors of the
          Corporation (the "Board").

     (b)  Subject to the limitations of the Plan, the Board shall have the
          authority: (i) to grant options to acquire common shares of the
          Corporation (the "Common Shares") to Eligible Persons; (ii) to
          determine the terms, limitations, restrictions and conditions upon
          such grants; (iii) to interpret the Plan and to adopt, amend and
          rescind such administrative guidelines and other rules and regulations
          relating to the Plan as it shall from time to time deem advisable;
          (iv) to make all other determinations and to take all other actions in
          connection with the implementation and administration of the Plan as
          it may deem necessary or advisable; and (v) to delegate to any person
          or committee of persons any or all of its powers and authorities under
          the Plan. The Board's guidelines, rules, regulations, interpretations
          and determinations shall be conclusive and binding upon the
          Corporation and all other persons.

1.3  Interpretation

     For the purposes of the Plan, the following terms shall have the following
     meanings:

     (a)  "Affiliate" means any entity that is an "affiliate" for the purposes
          of Ontario Securities Commission National Instrument 45-106 Prospectus
          and Registration exemptions, as amended from time to time;

     (b)  "Blackout Period" means any period imposed by the Corporation, during
          which specified individuals, including insiders of the Corporation,
          may not trade in the Corporation's securities (including for greater
          certainty where specific individuals are restricted from trading
          because they have material non-public information), but does not
          include any period when a regulator has halted trading in the
          Corporation's securities;

     (c)  "Brookfield Group" means Brookfield Asset Management Inc., the
          Corporation and the Affiliates of either of them;

     (d)  "Change of Control" means:

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          (i)  the sale of all or substantially all of the assets of the
               Corporation other than to a member of the Brookfield Group;

          (ii) a reorganization, amalgamation, merger or plan of arrangement,
               other than solely involving members of the Brookfield Group, with
               respect to which all or substantially all of the persons who were
               the beneficial owners of the Common Shares immediately prior to
               such reorganization, amalgamation, merger or plan of arrangement
               do not, following such reorganization, amalgamation, merger or
               plan of arrangement, beneficially own, directly or indirectly,
               more than 50 percent of the resulting voting shares on a
               fully-diluted basis; or

          (iii) a formal bid or tender offer for Common Shares being made, other
               than by the Brookfield Group, as a result of which the offeror
               and its affiliates, would if successful, beneficially own,
               directly or indirectly, 50 percent or more of the Common Shares
               then outstanding;

     (e)  "Code" means the U.S. Internal Revenue Code of 1986, as amended and
          the regulations promulgated thereunder;

     (f)  "Eligible Persons" means officers or employees of the Corporation,
          officers or employees of any subsidiary, and non-management directors
          of the Corporation only in respect of options granted prior to
          February 4, 2004;

     (g)  "Options" means options to acquire Common Shares granted under the
          Plan;

     (h)  "Participants" means Eligible Persons to whom Options have been
          granted;

     (i)  "Retirement" means resignation by a Participant in circumstances
          determined by the Board in its absolute discretion to be retirement;

     (j)  "Subsidiary" means any company that is a subsidiary of the Corporation
          as defined in section 1(4) of the Securities Act (Ontario);

     (k)  "Termination Date" means a Participant's last day of active employment
          and does not include any period of statutory, reasonable or
          contractual notice or any period of deemed employment or salary
          continuance;

     (l)  "Underlying Share" means a Common Share issuable upon the exercise of
          an Option; and

     (m)  "US Participant" means each Participant who is a United States citizen
          or resident.

     Words importing the singular number only shall include the plural and vice
     versa and words importing the masculine shall include the feminine.

     The Plan and all matters to which reference is made herein shall be
     governed by and interpreted in accordance with the laws of the Province of
     Ontario and the laws of Canada applicable therein.

1.4  Shares Reserved

     (a)  All shares of the Corporation issued under the Plan shall be Common
          Shares in the capital stock of the Corporation. Options may be granted
          in respect of authorized and unissued Common Shares.

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          The maximum number of Common Shares ("Specified Maximum") which may be
          reserved for issuance under the Plan shall be 13,500,000 Common
          Shares. The Specified Maximum is subject to adjustment in accordance
          with the provisions of the Plan.

          The aggregate number of Common Shares reserved for issuance to any one
          person under the Plan shall not exceed 5% of the outstanding Common
          Shares (on a non-diluted basis) less the aggregate number of Common
          Shares reserved for issuance to such person under any other security
          based compensation arrangement (as defined under the applicable rules
          of the Toronto Stock Exchange (the "TSX Rules")) of the Corporation.
          The number of Common Shares issuable to insiders as defined in the TSX
          Rules, at any time, under the Plan and all security based compensation
          arrangements of the Corporation cannot exceed 10% of issued and
          outstanding Common Shares. The number of Common Shares issued to
          insiders, within any one year period, under the Plan and all security
          based compensation arrangements of Brookfield Properties cannot exceed
          10% of issued and outstanding Common Shares.

          Any Common Shares subject to an Option which has been granted under
          the Plan, which for any reason is cancelled or terminated without
          having been exercised, shall again be available for grants under the
          Plan. No fractional shares shall be issued, and the Board may
          determine the manner in which fractional share value shall be treated.

     (b)  In the event of any change in the outstanding Common Shares by reason
          of any stock dividend or split, recapitalization, merger,
          consolidation, combination or exchange of shares, or other corporate
          change, or in the event of any issue of rights pursuant to a
          shareholder rights plan or other similar plan the Board shall make,
          subject to the prior approval of the relevant stock exchanges as
          necessary, appropriate substitution or adjustment in (i) the number or
          kind of shares or other securities reserved for issuance pursuant to
          the Plan; and (ii) the number and kind of shares subject to
          unexercised Options theretofore granted and in the Exercise Price of
          such Options; provided, however, that no substitution or adjustment
          shall obligate the Corporation to issue or sell fractional shares. In
          the event of the reorganization of the Corporation or the
          amalgamation, merger or consolidation of the Corporation with another
          corporation, or the payment of a special or extraordinary dividend,
          the Board may make such provision for the protection of the rights of
          Participants as the Board in its discretion deems appropriate.

     (c)  In the event of a Change of Control or a potential Change of Control,
          the Board has the power to: (i) accelerate the vesting of Options in
          full or in part; (ii) make such changes to the terms of the Options at
          it considers fair and appropriate in the circumstances, including but
          not limited to: (iii) otherwise modifying the terms of the Options to
          assist the Participants to tender into a take-over bid or other
          arrangement leading to a Change of Control, and thereafter; (iv)
          terminating, conditionally or otherwise, the Options not exercised
          following successful completion of such. If the Change of Control or
          potential Change of Control is not completed within the time specified
          therein (as the same may be extended), the Options which vested
          pursuant to this Section shall be returned by the Participant to the
          Corporation and, if exercised, shall be reinstated as authorized but
          unissued Common Shares and the original terms applicable to such
          Options shall be reinstated.

1.5  Non-Exclusivity

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     Nothing contained herein shall prevent the Board from adopting other or
     additional compensation arrangements, subject to any required approval.

1.6  Amendment and Termination

     The Board may amend, suspend or terminate the Plan, or any portion thereof,
     at any time, subject to those provisions of applicable law (including,
     without limitation, the applicable rules, regulations and policies of any
     exchange, if any) that require the approval of shareholders or any
     governmental or regulatory body. The Board may make amendments to the Plan
     or to any Option outstanding thereunder without seeking shareholder
     approval, except for the following types of amendments:

          (i)  increasing the number of Common Shares reserved for issuance
               under the Plan;

          (ii) reducing the exercise price of an Option, except in connection
               with a stock dividend or split, recapitalization, merger,
               consolidation, combination or exchange of shares or other
               corporate change or a shareholder rights or similar plan pursuant
               to section 1.4(b), where such reduction does not include the
               cancellation or termination of an Option prior to its expiry date
               for the purpose of reissuing options to the same Participant with
               a lower exercise price;

          (iii) extending the term of an Option beyond its original expiry date
               or beyond 10 years from its grant date, except the automatic
               extension of an Option the expiry date of which would have fallen
               within a Blackout Period pursuant to Section 2.3(h);

          (iv) extending eligibility to participate in the Plan to non-employee
               directors;

          (v)  permitting Options to be transferred other than by testate or
               intestate succession;

          (vi) permitting the addition or modification of a cashless exercise
               feature, payable in cash or Common Shares, unless it provides for
               a full deduction of the number of underlying Common Shares from
               the Plan reserve; or

          (vii) permitting awards, other than Options, to be made under the
               Plan.

          Except as expressly set forth in the Plan, no action of the Board
          shall alter or impair the rights of a Participant under any Option
          previously granted to the Participant without the consent of the
          affected Participant.

1.7  Compliance with Legislation

     The Board may postpone any exercise of any Option or the issue of any
     Underlying Shares pursuant to the Plan for such time as the Board in its
     discretion may deem necessary in order to permit the Corporation to effect
     or maintain registration of the Plan or the Common Shares issuable pursuant
     thereto under the securities laws of any applicable jurisdiction, or to
     determine that such shares and the Plan are exempt from such registration.
     The Corporation shall not be obligated by any provision of the Plan or
     grant thereunder to sell or issue Common Shares in violation of the law of
     any government having jurisdiction therein. In addition, the Corporation
     shall have no obligation to issue any Common Shares pursuant to the Plan
     unless such Common Shares shall have been duly listed, upon official notice
     of issuance, with a stock exchange on which such Common Shares are listed
     for trading.

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SECTION 2: OPTIONS

2.1  Grants

     Subject to the provisions of the Plan, the Board shall have the authority
     to determine the limitations, restrictions and conditions, if any, in
     addition to those set forth in Section 2.3 hereof, applicable to the
     exercise of an Option, including, without limitation, the nature and
     duration of the restrictions, if any, to be imposed upon the sale or other
     disposition of the Underlying Shares, and the nature of the events, if any,
     and the duration of the period in which any Participant's rights in respect
     of the Underlying Shares may be forfeited. An Eligible Person may receive
     Options on more than one occasion under the Plan and may receive separate
     Options on any one occasion.

2.2  Option Exercise Price

     The Board shall establish the exercise price ("Exercise Price") of each
     Option at the time such Option is granted, which shall be not less than the
     closing price of a Common Share on the TSX, for Canadian Participants, or
     the New York Stock Exchange, for U.S. Participants, on the last trading day
     preceding the date of grant of such Option, and shall, in all cases, be not
     less than such amount required by applicable regulatory authorities from
     time to time.

     The Exercise Price shall be subject to adjustment in accordance with the
     provisions of Section 1.4(b) hereof.

2.3  Exercise of Options

     (a)  An Option may be exercised at the election of a Participant by the
          purchase of the Underlying Shares at the Exercise Price specified for
          such Option.

     (b)  Subject to Section 2.3(h) Options shall not be exercisable later than
          10 years after the date of grant.

     (c)  The Board may determine when any Option shall become vested and
          exercisable and may determine that the Option shall be vested and
          exercisable in installments.

     (d)  Except as otherwise determined by the Board: (i) in the event that a
          Participant ceases to be an Eligible Person for any reason other than
          death, Retirement or disability, each of the Options held by the
          Participants shall cease to be exercisable on and after the
          Termination Date; (ii) in the event of cessation of employment or
          ceasing to be a director as a result of Retirement or as a result of
          disability, all of the Participant's Options shall continue in force
          notwithstanding the cessation of his or her employment or ceasing to
          be a director; and (iii) in the event of death, the legal
          representatives of a Participant may exercise the Participant's vested
          Options within six months after the date of the Participant's death to
          the extent such Options were by their terms vested and exercisable
          prior to the Participant's death or within the period of six months
          following the Participant's death; but for greater certainty no Option
          shall be exercisable after its stated termination date, except as
          provided under Section 2.3(h).

     (e)  Each Option shall be confirmed by an agreement (an "Option Agreement")
          executed by the Corporation and by the Participant.

     (f)  If, as and when any Common Shares have been duly issued upon the
          exercise of an Option and in accordance with the terms of such Option
          and the Plan and any regulations

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          made hereunder, such Underlying Shares shall be conclusively deemed
          allotted as fully paid and non-assessable shares of the Corporation.

     (g)  If an Option would otherwise expire during a Blackout Period, the term
          of such Option shall automatically be extended until 10 business days
          after the end of the Blackout Period.

SECTION 3. APPROVAL

3.1  APPROVAL

     The Plan was approved by the directors of the Corporation on November 7,
     1990.

3.2  AMENDMENT

     The Plan was amended by the directors of the Corporation on February 9,
     1998. Shareholder approval of the February 9, 1998 amendment was given at
     the annual and special meeting of the Corporation held on April 29, 1998.

     The Plan was amended and restated by the directors of the Corporation on
     February 5, 2004 to (i) eliminate the market growth feature, (ii) to delete
     directors of the Corporation as eligible persons under the Plan except for
     options granted to non-management directors prior to that date, (iii) to
     delete references to the pension plan and (iv) subject to approval of the
     shareholders of the Corporation, to increase the Specified Maximum to
     9,000,000.

     This Plan was amended and restated by the directors of the Corporation on
     February 7, 2007 to add a specific amendment provision and provide for the
     automatic extension of Options that would otherwise expire during a
     Blackout Period, subject to approval of the shareholders of the
     Corporation, and to make other housekeeping amendments. [SHAREHOLDER
     APPROVAL WAS GIVEN AT THE ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF
     THE CORPORATION HELD ON APRIL 26, 2007.]

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                       REGULATIONS UNDER SHARE OPTION PLAN

1.   In these regulations, words defined in the Plan and not otherwise defined
     herein shall have the same meaning as set forth in the Plan.

          (a) "year" with respect to any Option granted under the Plan means the
          period of 12 months commencing on the date of the granting of such
          Option or on any anniversary thereof.

2.   No Option shall be granted under the Plan unless recommended by the Human
     Resources and Compensation Committee of the Board.

3.   Not less than 100 Common Shares may be acquired at any one time except
     where the remainder totals less than 100.

4.   In the event that the legal representatives of a Participant who has died
     exercises the Participant's Option in accordance with the terms of the
     Plan, the Corporation shall have no obligation to issue the Common Shares
     until evidence satisfactory to the Corporation has been provided by such
     legal representatives that such legal representatives are entitled to
     acquire the Common Shares under the Plan.

5.   Common Shares duly acquired under the terms of an Option shall be
     registered in the name of the Participant and a share certificate
     representing the number of such Common Shares shall be issued in the name
     of the Participant, his or her legal representatives or as he, she or they
     may direct.