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EXHIBIT 10.20
 Trizec Properties, Inc.
 2002 LONG TERM INCENTIVE PLAN
 (Amended and Restated Effective February 6, 2006)
 1. Purpose of Plan
 Plan Company
  2. Definitions
 Agreement
 Award
 Board
 Code
 Committee
 Company
 Corporate Reorganization
 page 1 of 14




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Date of Grant
 Disability
 Dividend Equivalent
 Employee
 Exchange Act
 Fair Market Value
 Former Employee
 Incentive Stock Option
 Key Advisor
 Non-Employee Director
 Non-Qualified Stock Option
 Option
 Option Price
 Participant ,
 page 2 of 14




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Performance Award
 Plan
 Restricted Stock
 Restricted Stock Right
 Share Shares
 Stock Appreciation Right SAR
 Subsidiary provided however
  3. Administration of the Plan
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4. Shares Subject to the Plan
 Aggregate Limit
 Reuse of Shares
 5. Stock Options
 Awards of Incentive Stock Options and Non-Qualified Stock Options
 Terms of Options
 (a)
    
    Options issued prior to May 29, 2003 (other than Options issued in connection
with the Corporate Reorganization) (i) shall be exercisable for a term of seven years
from the Date of Grant, and (ii) 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.
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(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, the vesting
schedule and the 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; provided, however, that this Section 5.2(b)(ii)
shall not apply to Participants who are Former Employees.(iii)
    
    Except as set forth in this Section 5.2(b) and Section 5.3,
such Options shall be subject to all provisions of the Plan, including without
limitation, Section 5.5.
 (c)
    
    Options (other than Options granted pursuant to (a) or (b) of this Section 5.2)
shall be exercisable for a term of ten years from the Date of Grant and shall vest
one-third on the first anniversary of the Date of Grant and on each of the two
subsequent anniversaries of the Date of Grant.
 Minimum Option Price provided
 Limit on Option Grants
 Termination of Employment or Services
 Exercise of Options
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(a)
    
    in cash or its equivalent (including, for this purpose, the proceeds from a
cashless exercise through a broker pursuant to Regulation T as promulgated by the
Federal Reserve Board, or other borrowed funds as permitted by the Option Agreement and
applicable law);(b)
    
    by tendering previously-acquired Shares (including, for this purpose, Shares
deemed tendered by affirmation of ownership), that (i) have an aggregate Fair Market
Value at the time of exercise equal to the total Option Price and (ii) if acquired from
the Company, have been owned by the Participant for at least six months prior to the
date of exercise (unless otherwise permitted by the Committee);(c)
    
    by any other means which the Committee determines to be consistent with the
Plans purpose and applicable law; or(d)
    
    by a combination of (a), (b), and (c).
  6. Stock Appreciation Rights
 Awards of Stock Appreciation Rights
 Exercise of SARs
 Payment of SAR Amount
 (a)
    
    any increase in the Fair Market Value of a Share at the date of exercise over
the Fair Market Value of a Share at the Date of Grant, by(b)
    
    the number of Shares with respect to which the SAR is exercised;
 provided
 Method of Payment page 6 of 14
       Termination
 7. Restricted Stock Awards; Restricted Stock Rights
 Eligibility
 Awards
 Lapse of Restrictions and Distribution
 (a)
    
    Upon satisfaction of vesting and other performance conditions set forth in the
Award of Restricted Stock, the restrictions so satisfied shall lapse as provided in the
Award. The restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance goals or
otherwise, as set forth in the Award.(b)
    
    Upon satisfaction of vesting and other performance conditions set forth in the
Award of Restricted Stock Rights, the Participant shall receive a distribution, without
payment on his part, of the number of Shares satisfying such restrictions, subject to
such further restrictions as may be set forth in the Award.
 Forfeitures page 7 of 14
        Dividends; Dividend Equivalents
 8. Performance Awards
 Eligibility
 Awards
 Payment and Amount
 Forfeiture
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9. Other Share-Based Awards
  10. Vesting in Certain Events
 Special Acceleration
 Acceleration Upon a Change in Control Transaction Value
 Definition of Change in Control Change in Control
 (a)
    
    any person (as defined in Section 3(a)(9) of the Securities Exchange Act of
1934, as amended (the Exchange Act), as such term is modified in Sections 13(d) and
14(d) of the Exchange Act), other than (i) any employee plan established by the Company
or any Subsidiary, (ii) the Company or any of the Companys affiliates (as defined in
Rule 12b-2 promulgated under the Exchange Act), including any PM Affiliate (as
hereinafter defined), (iii) an underwriter temporarily holding securities pursuant to
an offering of such securities, or (iv) a corporation owned, directly or indirectly, by
stockholders of the Company in substantially the same proportions as their ownership of
the Company, is or becomes the beneficial owner, directly or indirectly, of securities
of the Company (not including in the
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securities beneficially owned by such person any
securities acquired directly from the Company or its affiliates other than in
connection with the acquisition by the Company or its affiliates of a business)
representing 20% or more of either the then outstanding Shares or the combined voting
power of the Companys then outstanding voting securities; provided,
however, that, notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any person becomes a beneficial owner of more than 20%
of the then outstanding Shares or combined voting power of the Companys then
outstanding voting securities as the result of the acquisition of Shares by the Company
(a Company Share Repurchase); however if such person acquires any additional Shares
following such Company Share Repurchase, such acquisition of additional Shares shall
constitute a Change in Control unless, after giving effect to such acquisition, such
person will not beneficially own 20% or more of the then outstanding Shares or combined
voting power of the Companys then outstanding voting securities; and provided,
further, that no Change in Control shall be deemed to occur hereunder so long as the
Company remains a PM Affiliate;(b)
    
    a change in the composition of the Board of the Company (the Board) such that
individuals who, as of May 29, 2003, constitute the Board (the Incumbent Board) cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a member of the Board subsequent to the
May 29, 2003 whose election, or nomination for election by the Companys stockholders,
was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (including by prior application of this proviso) shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of
an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a person other than the Board;(c)
    
    the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation or approve the issuance of voting securities in
connection with a merger or consolidation of the Company (or any direct or indirect
subsidiary of the Company) pursuant to applicable stock exchange requirements, other
than (i) a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereof), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit plan of the Company or any
Subsidiary, at least 50.1% of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof outstanding immediately after
such merger or consolidation, (ii) a merger or consolidation with or into a PM
Affiliate or (iii) a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no person (determined pursuant to
clause (a) above) is or becomes the beneficial owner, directly or indirectly, of
securities of the Company (not including in the securities beneficially owned by such
person any securities acquired directly from the Company or its affiliates other than
in connection with the acquisition by the Company or its affiliates of a business)
representing 20% or more of either the then outstanding shares of Stock or the combined
voting power of the Companys then outstanding voting securities;
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provided, however
that if, at any time on or prior to approval by stockholders of a merger or
consolidation, the Committee determines that the consummation of such merger or
consolidation is subject (whether for regulatory reasons or otherwise) to significant
uncertainty, the Committee may provide that a Change in Control that would otherwise be
deemed to occur hereunder upon such stockholder approval shall instead occur only upon
consummation of the relevant merger or consolidation (within a specified time period
following stockholder approval, if appropriate) or upon the occurrence of any other
event or events occurring prior to such consummation specified by the Committee; or(d)
    
    the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Companys assets, other than a sale or disposition by the
Company of all or substantially all of the Companys assets to (i) a PM Affiliate, or
(ii) an entity, at least 50.1% of the combined voting power of the voting securities of
which are owned by persons in substantially the same proportions as their ownership of
the Company immediately prior to such sale.
 provided however
 PM Affiliates provided however PM Event page 11 of 14
       11. Certain Adjustments
  12. Transferability
 Restricted Stock
 Options, Stock Appreciation Rights, Restricted Stock Rights, Performance Awards and Other
Share-Based Awards
 13. Amendment or Termination of The Plan
 provided however provided further
 14. Section 409A of the Code
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15. Taxes
  16. Rights as a Shareholder
  17. No Rights to Awards
  18. Unfunded Plan
  19. Compliance With Applicable Law and Listing Requirements
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20. Avoidance of Liability
  21. Shareholder Approval; Term of Plan
  22. No Right to Employment
  23. Severability
  24. Governing Law
  25. Impact on Other Plans
  page 14 of 14