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                                                                   EXHIBIT 10.12









                           DEFERRED COMPENSATION PLAN


                                  PREPARED FOR


                             TRIZEC PROPERTIES, INC.













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                             TRIZEC PROPERTIES, INC.

                           DEFERRED COMPENSATION PLAN


                       ARTICLE I - PURPOSE; EFFECTIVE DATE

1.1.  PURPOSE. The purposes of this Deferred Compensation Plan (hereinafter, the
      "Plan") is (i) to permit a select group of management and highly
      compensated employees of TRIZEC PROPERTIES, INC. and its subsidiaries to
      defer the receipt of income which would otherwise become payable to them,
      and (ii) to permit certain employees who receive awards of restricted
      stock units to defer settlement of such awards. It is intended that this
      plan, by providing this deferral opportunity, will assist the Company in
      retaining and attracting individuals of exceptional ability by providing
      them with these benefits.

1.2.  EFFECTIVE DATE.  The Plan shall be effective as of January 1, 2004.


                            ARTICLE II - DEFINITIONS

For the purpose of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

2.1.  ACCOUNT(s). "Account(s)" means the account or accounts maintained on the
      books of the Company used solely to calculate the amount payable to each
      Participant under this Plan and shall not constitute a separate fund of
      assets. The Accounts available for each Participant shall be identified
      as:

      a)  Retirement Account;

      b)  Restricted Stock Unit Account; and,

      c)  In-Service Account; each Participant may maintain up to two (2)
          In-Service Accounts based on selecting different times of payments as
          selected under Article V, below.

2.2.  BENEFICIARY. "Beneficiary" means the person, persons or trust as
      designated by the Participant, entitled under Article VI to receive any
      Plan benefits payable after the Participant's death.

2.3.  BOARD. "Board" means the Board of Directors of the Company.

2.4.  CHANGE IN CONTROL. A "Change in Control" of the Company shall have the
      same meaning as is set forth in Section 10.3 of the Trizec Properties,
      Inc. 2002 Long Term Incentive Plan (Amended and Restated Effective May 29,
      2003), as may hereinafter be modified or amended from time to time
      (hereafter, the "2002 Long Term Incentive Plan").



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2.5.  COMMITTEE. "Committee" means the Committee appointed by the Board to
      administer the Plan pursuant to Article VII.

2.6.  COMPANY. "Company" means TRIZEC PROPERTIES, INC., a Delaware corporation,
      and any directly or indirectly affiliated subsidiary corporations, any
      other affiliate designated by the Board, or any successor to the business
      thereof.

2.7.  COMPENSATION. "Compensation" means the base salary and commissions payable
      to, and bonus or incentive compensation earned by a Participant with
      respect to employment services performed for the Company by the
      Participant and considered to be "wages" for purposes of federal income
      tax withholding. Notwithstanding the forgoing, Compensation shall not
      include reimbursements or other expense allowances (whether or not
      includable in gross income, and including but not limited to car
      allowances), (cash or non-cash) fringe benefits (including but not limited
      to contest prizes), moving expenses, welfare benefits (including but not
      limited to imputed income on life insurance coverage, unused and/or
      accrued vacation pay and severance pay), tax equalization packages or
      imputed income attributable to the forgiveness of loans. For purposes of
      this Plan only, Compensation shall be calculated before reduction for any
      amounts deferred by the Participant pursuant to the Company's tax
      qualified plans which may be maintained under Section 401(k) or Section
      125 of the Internal Revenue Code of 1986, as amended, (the "Code"), or
      pursuant to this Plan or any other non-qualified plan which permits the
      voluntary deferral of compensation. Inclusion of any other forms of
      compensation is subject to Committee approval.

2.8.  DEFERRAL COMMITMENT. "Deferral Commitment" means a commitment made by a
      Participant to defer a portion of Compensation or Restricted Stock Units
      as set forth in Article III, or a Discretionary Contribution pursuant to
      Section 4.5. The Deferral Commitment shall apply to each payment of
      salary, commissions and/or bonus payable to a Participant, to the
      specified vesting tranche of an award of Restricted Stock Units or any
      other compensation and shall specify the Account or Accounts to which the
      Compensation deferred shall be credited. Such designation shall be made in
      whole percentages and shall be made in a form acceptable to the Committee.
      A Deferral Commitment shall remain in effect until amended or revoked as
      provided under Sections 3.3 or 3.5, below.

2.9.  DEFERRAL PERIOD. "Deferral Period" means (i) with respect to the deferral
      of Compensation, each calendar year, except that a Participant may have an
      initial Deferral Period as provided in Section 3.1(c) below, and (ii) the
      applicable vesting date with respect to each vesting tranche of Restricted
      Stock Units.

2.10. DETERMINATION DATE. "Determination Date" means each calendar day.

2.11. DISABILITY. "Disability" means a physical or mental condition that
      prevents the Participant from satisfactorily performing the Participant's
      usual duties for Company. The Committee shall determine the existence of
      Disability, in its sole discretion, and may rely on advice from a medical
      examiner satisfactory to the Committee in making the determination.



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2.12. DISCRETIONARY CONTRIBUTION. "Discretionary Contribution" means the Company
      or, at the discretion of the Company, Participant contribution credited to
      a Participant's Account(s) under Section 4.5, below. This term shall also
      refer to amounts, if any, which reflect amounts previously held under a
      similar or predecessor deferred compensation plan and which the
      Participant has elected to further defer under the terms and conditions of
      this Plan.

2.13. DISTRIBUTION ELECTION. "Distribution Election" means the form prescribed
      by the Committee and completed by the Participant, indicating the chosen
      form of payment for benefits payable from each Account under this Plan, as
      elected by the Participant.

2.14. INTEREST. "Interest" means the amount credited to a Participant's
      Account(s) on each Determination Date, which shall be based on the
      Valuation Funds chosen by the Participant as provided in Section 2.21,
      below and in a manner consistent with Section 4.3, below. Such credits to
      a Participant's Account may be either positive or negative to reflect the
      increase or decrease in value of the Account in accordance with the
      provisions of this Plan.

2.15. FINANCIAL HARDSHIP. "Financial Hardship" means a severe financial hardship
      of the Participant resulting from a Disability of the Participant, a
      sudden and unexpected illness or accident of the Participant or of a
      dependent of the Participant, loss of the Participant's property due to
      casualty, or other similar extraordinary and unforeseeable circumstance
      arising as a result of events beyond the control of the Participant.
      Financial Hardship shall be determined based upon such standards as are,
      from time to time, established by the Committee, and such determination
      shall be in the sole discretion of the Committee.

2.16. 401(k) PLAN. "401(k) Plan" means the defined contribution plan maintained
      by the Company that qualifies under Section 401(a) of the Code and
      satisfies the requirements of Section 401(k) of the Code, or any successor
      plan thereto.

2.17. PARTICIPANT. "Participant" means any individual who is eligible, pursuant
      to Section 3.1, below, to participate in this Plan, and who has elected to
      defer Compensation or Restricted Stock Units, or who was a participant in
      a similar or predecessor plan of deferred compensation and who has elected
      to participate in this Plan, in accordance with Article III, below. Such
      employee shall remain a Participant in this Plan for the period of
      deferral and until such time as all benefits payable under this Plan have
      been paid in accordance with the provisions hereof.

2.18. PLAN. "Plan" means this Deferred Compensation Plan as amended from time to
      time.

2.19. RESTRICTED STOCK UNITS. "Restricted Stock Units" means unvested restricted
      stock units awarded to Participant under the 2002 Long Term Incentive
      Plan, and identified by the Committee as being eligible for deferral under
      the provisions of this Plan, or which was awarded under any other equity
      award program and identified by the Committee as being eligible for
      deferral under the provisions of this Plan. Restricted shares of Company's
      common stock granted pursuant to such program are also deemed to be
      Restricted Stock Units for purposes of this Plan.


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2.20. RETIREMENT. "Retirement" means the date of termination of service of a
      Participant for reasons other than death or disability after: (a)
      attaining age sixty (60) with at least five (5) Years of Service; (b)
      attaining age sixty-five (65); or (c) terminating under circumstances
      which the Company, in its sole discretion, elects to treat as a Retirement
      for purposes of this Plan.

2.21. VALUATION FUNDS. "Valuation Funds" means one or more of the independently
      established funds or indices that are identified and listed by the
      Committee. In addition, the Committee shall designate one Valuation Fund
      as the Trizec Stock Unit Fund. These Valuation Funds are used solely to
      calculate the Interest that is credited to each Participant's Account(s)
      in accordance with Article IV, below, and does not represent, nor should
      it be interpreted to convey any beneficial interest on the part of the
      Participant in any asset or other property of the Company. The
      determination of the increase or decrease in the performance of each
      Valuation Fund shall be made by the Committee in its reasonable
      discretion. The Committee shall select the various Valuation Funds
      available to the Participants with respect to this Plan and shall set
      forth a list of these Valuation Funds attached hereto as Exhibit A, which
      may be amended from time to time in the discretion of the Committee.

2.22. YEARS OF SERVICE. "Years of Service" means the years of service credited
      to a Participant in the 401(k) Plan, whether or not the Participant is a
      participant in such plan.

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.1.  ELIGIBILITY AND PARTICIPATION.

      a)    ELIGIBILITY. Eligibility to participate in the Plan shall be limited
            to those select key employees of Company who are designated by
            management, from time to time, based on criteria established by the
            Committee in its sole discretion, and who are approved by the
            Committee. In addition, participation in this Plan may be offered to
            individuals who have received awards of Restricted Stock Units under
            the 2002 Long Term Incentive Plan and to individuals (including
            former employees) who currently participate in a similar or
            predecessor deferred compensation plan under guidelines and
            procedures established by the Committee.

      b)    PARTICIPATION. An individual's participation in the Plan shall be
            effective upon notification to the individual by the Committee of
            eligibility to participate, and completion and submission of a
            Deferral Commitment, an Allocation Form, and a Form of Payment
            Designation to the Committee no later than (i) fifteen (15) days
            prior to the beginning of the Deferral Period with respect to
            Compensation deferrals and (ii) six months prior to the Deferral
            Period with respect to deferrals of Restricted Stock Units.

      c)    FIRST-YEAR PARTICIPATION. When an individual first becomes eligible
            to participate in this Plan during a Deferral Period, a Deferral
            Commitment may be submitted to the Committee within thirty (30) days
            after the Committee notifies the individual of eligibility to
            participate. Such Deferral Commitment will be effective only with
            regard to Compensation earned and payable following submission of
            the Deferral Commitment to the Committee, and, subject to Section
            3.2(e) below, to Restricted Stock Units which are unvested at the
            time of such deferral.


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3.2.  FORM OF DEFERRAL COMMITMENT. A Participant may elect to make a Deferral
      Commitment in the form permitted by the Committee. The Deferral Commitment
      shall specify the following:

      a)    DEFERRAL AMOUNTS; ACCOUNTS. A Deferral Commitment shall be made with
            respect to each payment of salary, commissions and/or bonus payable
            by the Company to a Participant during the Deferral Period, and
            shall designate the portion of each deferral that shall be allocated
            among the various Accounts, except that no deferral shall be made to
            an Account at the same time that a distribution is to be made from
            that Account. The Participant shall set forth the amount to be
            deferred as a full percentage of salary, commissions and/or bonus
            (the Participant may designate a different percentage of salary,
            commissions and bonus that is to be deferred under this Plan).
            Salary Deferral Commitments shall be made in roughly equal amounts
            over the Deferral Period. Deferrals of bonus Compensation may be
            stated as a percentage of the bonus otherwise payable in excess of a
            stated dollar amount.

      b)    ALLOCATION TO VALUATION FUNDS. The Participant shall specify in a
            separate form (known as the "Allocation Form") filed with the
            Committee, the Participant's initial allocation of the amounts
            deferred into each Account among the various available Valuation
            Funds.

      c)    MAXIMUM DEFERRAL. A Participant may defer up to seventy-five percent
            (75%) of base salary, and/or up to one hundred percent (100%) of
            commissions and bonus otherwise payable.

      d)    MINIMUM DEFERRAL. The minimum amount of each payment of salary,
            commissions or bonus that may be deferred shall be one (1) percent
            (1%), but in no event shall the amount deferred be less than five
            thousand dollars ($5,000) per Deferral Period.

      e)    DEFERRAL OF RESTRICTED STOCK UNITS. Notwithstanding the forgoing,
            (i) the election to defer Restricted Stock Units must be stated as a
            percentage of the tranche of Restricted Stock Units previously
            awarded to the Participant and vesting on a particular date, (ii)
            the election to defer Restricted Stock Units must be made and
            accepted by the Committee at least six (6) months prior to the date
            such Restricted Stock Units would otherwise vest under the terms of
            the 2002 Long Term Incentive Plan and applicable award agreement and
            (iii) shall be credited only to the Restricted Stock Unit Account.
            Such deferral of Restricted Stock Units will be allocated only to
            the Trizec Stock Unit Fund. The Participant may elect to defer up to
            one hundred percent (100%) of the outstanding tranche of Restricted
            Stock Units awarded to the Participant and vesting on a specified
            date, but must defer a minimum of five percent (5%).

3.3.  PERIOD OF COMMITMENT. Once a Participant has made a Deferral Commitment
      with respect to Compensation, that Commitment shall remain in effect for
      the next succeeding Deferral Period, except that a Participant may choose
      to modify a Deferral Commitment applicable to bonus no later than July
      31st of the Deferral Period. In addition, the Deferral Commitment with
      respect to base salary shall remain in effect for all future Deferral
      Periods unless revoked or amended in writing by the Participant and
      delivered to the Committee no later than fifteen (15) days prior to the
      beginning of a subsequent Deferral Period. Notwithstanding the forgoing,
      any election to defer Restricted Stock Units shall apply only to the
      particular vesting tranche of a Restricted Stock Unit award set forth in
      the appropriate election form; additional deferrals of Restricted Stock
      Units must be made on a separate election form.


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3.4.  COMMITMENT LIMITED BY TERMINATION OR DISABILITY. If a Participant suffers
      a Disability or terminates employment with Company, for any reason
      including death, prior to the end of the Deferral Period, the Deferral
      Period shall end as of the date of such Disability or termination.

3.5.  MODIFICATION OF DEFERRAL COMMITMENT. Except as provided in Sections 3.3,
      3.4, above, and 5.5 below, a Deferral Commitment with respect to
      Compensation shall be irrevocable by the Participant during a Deferral
      Period. A Deferral Commitment with respect to Restricted Stock Units shall
      be irrevocable.

3.6.  CHANGE IN EMPLOYMENT STATUS. If the Committee determines that a
      Participant's employment performance is no longer at a level that warrants
      reward through participation in this Plan, but does not terminate the
      Participant's employment with Company, the Participant's existing Deferral
      Commitment shall terminate at the end of the Deferral Period, and no new
      Deferral Commitment may be made by such Participant after notice of such
      determination is given by the Committee, unless the Participant later
      satisfies the requirements of Section 3.1, above. If the Committee, in its
      sole discretion, determines that the Participant no longer qualifies as a
      member of a select group of management or highly compensated employees, as
      determined in accordance with the Employee Retirement Income Security Act
      of 1974, as amended (hereafter, "ERISA"), the Committee may, in its sole
      discretion terminate any Deferral Commitment for that year, prohibit the
      Participant from making any future Deferral Commitments and/or distribute
      the Participant's Account Balances in accordance with Article V of this
      Plan as if the Participant had terminated employment with the Company as
      of that time.

3.7.  DEFAULTS IN EVENT OF INCOMPLETE OR INACCURATE DEFERRAL COMMITMENTS. In the
      event that a Participant submits a Deferral Commitment to the Committee
      that contains information necessary to the operation of this Plan which,
      in the sole discretion of the Committee, is incomplete or inaccurate, and
      the Committee is unable, after reasonable efforts to contact the
      Participant, to ascertain the intent of the Participant with respect to
      the Deferral Commitment, the Committee shall be authorized to assume the
      following, and such assumptions shall be communicated to the Participant:

      a)    If no Account is listed - assume Retirement Account was selected;

      b)    If Accounts listed equal less than 100% - assume balance is deferred
            into Retirement Account;

      c)    If Accounts listed equal more than 100% - assume proportionate
            reduction to each Account selected;

      d)    If no Valuation Fund is selected - assume Money Market Fund was
            selected;

      e)    If Valuation Fund(s) selected equal less than 100% - assume that
            Money Market Fund was selected for balance;

      f)    If Valuation Fund(s) selected equal more than 100% - assume
            proportionate reduction to each Valuation Fund selected;

      g)    If no Distribution Election is chosen - assume lump sum for
            In-Service Account and three (3) year for Retirement Account was
            selected; and,



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      h)    If no time of payment is chosen for In-Service Account - assume the
            earliest possible date available under the provisions of Section
            5.2, below was selected.

provided, however that notwithstanding the forgoing, Restricted Stock Units
shall only be held in the Restricted Stock Unit Account.

                   ARTICLE IV - DEFERRED COMPENSATION ACCOUNT

4.1.  ACCOUNTS. The Compensation deferred by a Participant under the Plan, any
      Discretionary Contributions and Interest shall be credited to the
      Participant's Retirement or In-Service Account(s). Any Restricted Stock
      Units deferred by a Participant under the Plan shall be credited to the
      Participant's Restricted Stock Unit Account. Separate accounts may be
      maintained on the books of the Company to reflect the different Accounts
      chosen by the Participant, and the Participant shall designate the portion
      of each deferral that will be credited to each Account as set forth in
      Section 3.2(a) and (e), above. These Accounts shall be used solely to
      calculate the amount payable to each Participant under this Plan and shall
      not constitute a separate fund of assets.

4.2.  TIMING OF CREDITS; WITHHOLDING. A Participant's deferred salary, bonus or
      commissions shall be credited to each Account designated by the
      Participant on the same day that the compensation deferred would have
      otherwise been payable to the Participant. A Participant's deferred
      Restricted Stock Units shall be credited to the Restricted Stock Unit
      Account at the time the Restricted Stock Units would have otherwise vested
      under the terms of the award thereof. Any Discretionary Contributions
      shall be credited to the appropriate Account(s) as provided by the
      Committee. Compensation and Restricted Stock Units elected to be deferred
      is considered to be "wages" for purposes of FICA and OASDI withholding at
      the time such amounts are deferred. Any withholding of taxes or other
      amounts with respect to deferred Compensation and Restricted Stock Units
      that is required by local, state or federal law shall be withheld from the
      Participant's corresponding non-deferred portion of the Compensation; if
      such non-deferred portion of Compensation is insufficient to satisfy the
      amount needed to be withheld, the remaining amount shall reduce the amount
      credited to the Participant's Account in a manner specified by the
      Committee.

4.3.  VALUATION FUNDS. A Participant shall designate, at a time and in a manner
      acceptable to the Committee, one or more Valuation Funds for each Account
      for the sole purpose of determining the amount of Interest to be credited
      or debited to such Account. Such election shall designate the portion of
      each deferral of Compensation made into each Account that shall be
      allocated among the available Valuation Fund(s), and such election shall
      apply to each succeeding deferral of Compensation until such time as the
      Participant shall file a new election with the Committee. Upon notice to
      the Committee, the Participant may also reallocate the balance in each
      Valuation Fund among the other available Valuation Funds as of the next
      succeeding Determination Date.

4.4.  TRIZEC STOCK UNIT FUND. Notwithstanding anything else to the contrary, the
      Trizec Stock Unit




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      Fund shall be used exclusively with respect to the deferral of Restricted
      Stock Units; no other Compensation deferred shall utilize this Valuation
      Fund for the purposes of determining the amount of Interest to be credited
      or debited thereon. In addition, if prior to the complete payment of
      amounts in the Trizec Stock Unit Fund, the Company pays a dividend on its
      common stock, and the Participant irrevocably elects to defer dividend
      equivalents payable with respect to deferred Restricted Stock Units (the
      "Dividend Equivalent"), the Dividend Equivalents shall be credited to the
      Trizec Stock Unit Fund with respect to the Participant's Restricted Stock
      Units and shall be considered to be reinvested in additional Restricted
      Stock Units at that time, as prescribed by the Committee. If the
      Participant does not so irrevocably elect, the Dividend Equivalent with
      respect to the deferred Restricted Stock Unit shall be paid to the
      Participant as soon as is practical following payment of the dividends.

4.5.  DISCRETIONARY CONTRIBUTIONS. The Company or, at the discretion of the
      Company, the Participant may make Discretionary Contributions to a
      Participant's Account. Discretionary Contributions shall be credited at
      such times and in such amounts as recommended and approved by the
      Committee or by the Compensation Committee of the Board, in its sole
      discretion. Unless the Committee specifies otherwise, such Discretionary
      Contribution shall be allocated among the various Accounts in the same
      proportion as set forth in Section 4.1, above. Unless otherwise provided
      by the Committee, Deferral Commitments with respect to Discretionary
      Contributions shall be irrevocable.

4.6.  DETERMINATION OF ACCOUNTS. Each Participant's Account as of each
      Determination Date shall consist of the balance of the Account as of the
      immediately preceding Determination Date, adjusted as follows:

      a)    NEW DEFERRALS. Each Account shall be increased by any deferred
            Compensation or Restricted Stock Units credited since such prior
            Determination Date in the proportion chosen by the Participant,
            except that no amount of new deferrals shall be credited to an
            Account at the same time that a distribution is to be made from that
            Account.

      b)    DISCRETIONARY CONTRIBUTIONS. Each Account shall be increased by any
            Discretionary Contributions credited since such prior Determination
            Date as set forth above in sections 4.1 and 4.4 or as otherwise
            directed by the Committee.

      c)    DISTRIBUTIONS. Each Account shall be reduced by the amount of each
            benefit payment made from that Account since the prior Determination
            Date. Distributions shall be deemed to have been made proportionally
            from each of the Valuation Funds maintained within such Account
            based on the proportion that such Valuation Fund bears to the sum of
            all Valuation Funds maintained within such Account for that
            Participant as of the Determination Date immediately preceding the
            date of payment.

      d)    INTEREST. Each Account shall be increased or decreased by the
            Interest credited to such Account since such Determination Date as
            though the balance of that Account as of the beginning of the
            current month had been invested in the applicable Valuation Funds
            chosen by the Participant.

4.7.  VESTING OF ACCOUNTS. Each Participant shall be vested in the amounts
      credited to such Participant's Account and Interest thereon as follows:


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      a)    AMOUNTS DEFERRED. A Participant shall be one hundred percent (100%)
            vested at all times in the amount of Compensation and Restricted
            Stock Units elected to be deferred under this Plan and Interest
            thereon.

      b)    DISCRETIONARY CONTRIBUTIONS. A Participant's Discretionary
            Contributions and Interest thereon shall become vested as determined
            by the Compensation Committee of the Board, or the Board.

4.8.  STATEMENT OF ACCOUNTS. The Committee shall give to each Participant a
      statement showing the balances in the Participant's Account on a quarterly
      basis.

                            ARTICLE V - PLAN BENEFITS

5.1.  RETIREMENT ACCOUNT. The vested portion of a Participant's Retirement
      Account shall be distributed to the Participant upon the termination of
      employment with the Company. Benefits under this section shall be payable
      as soon as administratively practical after termination of employment. The
      form of benefit payment shall be that form selected by the Participant
      pursuant to Section 5.6, below, unless the Participant terminates
      employment prior to Retirement, in which event, the Retirement Account
      shall be paid in the form of a lump sum payment. Payment of any benefit
      from the Retirement Account shall commence as soon as practical, but in no
      event later than sixty days after the date of the Participant's
      termination of service with the Company, and subsequent payments, if the
      Form of Payment selected provides for subsequent payments, shall be made
      on or about April 1st of each succeeding year.

5.2.  RESTRICTED STOCK UNIT ACCOUNT. The Restricted Stock Unit Account shall be
      distributed to the Participant upon the termination of service with the
      Company, or upon the earlier date selected by the Participant prior to the
      first deferral of Restricted Stock Units under this Plan, but in no event
      shall the date selected be earlier than three years following the date
      which the Restricted Stock Units would have otherwise been vested and
      settled pursuant to the terms of the 2002 Long Term Incentive Plan and the
      applicable award agreement. The Participant may, subsequently amend the
      intended date of distribution to a date later than that date initially
      chosen, by filing such amendment with the Committee no later than twelve
      (12) months prior to the initial date of payment. The Participant may file
      this amendment to defer the receipt of benefits under this paragraph only
      once, and each amendment must provide for a payout under this paragraph at
      a date later than the election in force immediately prior to a filing of
      such amendment. The payment of this Account will be satisfied by the
      distribution of actual shares of Company common stock. Such shares shall
      be distributed in a lump sum or in equal annual installments up to a
      maximum of five (5) installments as selected by the Participant at least
      one year prior to the date of payment from this Restricted Stock Unit
      Account. Distribution of shares shall commence as soon as practical, but
      in no event later than sixty days after the date of the Participant's
      termination of service with the Company (or such other date selected by
      the Participant pursuant to this Section 5.2). If the Form of Payment
      selected provides for subsequent payments, such subsequent payments shall
      be made on or about April 1st of each succeeding year.


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5.3.  IN-SERVICE ACCOUNT. The vested portion of a Participant's In-Service
      Account shall be distributed to the Participant upon the date chosen by
      the Participant in the first Deferral Commitment which designated a
      portion of the Compensation deferred be allocated to the In-Service
      Account, but in no event shall the date selected be earlier than the first
      day of the sixth calendar year following the initial filing of the
      Deferral Commitment with respect to that In-Service Account. The
      Participant may, subsequently amend the intended date of payment to a date
      later than that date initially chosen, by filing such amendment with the
      Committee no later than twelve (12) months prior to the initial date of
      payment. The Participant may file this amendment to defer the receipt of
      benefits under this paragraph only once, and each amendment must provide
      for a payout under this paragraph at a date later than the election in
      force immediately prior to a filing of such amendment. The benefit payment
      shall be that form selected by the Participant pursuant to Section 5.6,
      below. However, if the Participant terminates employment with the Company
      prior to the date so chosen by the Participant, the vested portion of the
      In-Service Account shall be added to the Retirement Account as of the date
      of termination of service and shall be paid in accordance with the
      provisions of Section 5.1, above. Payment shall commence on or about April
      1st of the year selected by the Participant under this Section, and
      subsequent payments, if the Form of Payment selected provides for
      subsequent payments, shall be made on or about April 1st of each
      succeeding year.

5.4.  DEATH BENEFIT. Upon the death of a Participant prior to the commencement
      of benefits under this Plan from any particular Account, Company shall pay
      to the Participant's Beneficiary an amount equal to the vested Account
      balance in that Account in the form of a lump sum payment, except that the
      Committee may, in its sole discretion, approve a request for payment in a
      different form. In the event of the death of the Participant after the
      commencement of benefits under this Plan from any Account, the benefits
      from that Account(s) shall be paid to the Participant's designated
      Beneficiary from that Account at the same time and in the same manner as
      if the Participant had survived, except that the Committee may, in its
      sole discretion, approve a request for payment in a different form.

5.5.  HARDSHIP DISTRIBUTIONS. Upon a finding that a Participant has suffered a
      Financial Hardship or Disability, the Committee may, in its sole
      discretion, amend the existing Deferral Commitment, or make distributions
      from any or all of the Participant's Accounts. The amount of such
      distribution shall be limited to the amount reasonably necessary to meet
      the Participant's needs resulting from the Financial Hardship or
      Disability, and will not exceed the Participant's vested Account balances.
      If payment is made due to Financial Hardship, the Participant's deferrals
      under this Plan shall cease for the period of the Financial Hardship or
      Disability and for twelve (12) months thereafter. Any resumption of the
      Participant's deferrals under the Plan after such twelve (12) month period
      shall be made only at the election of the Participant in accordance with
      Article III herein.

5.6.  FORM OF PAYMENT. Unless otherwise specified in this Article V, the
      benefits payable from any Account under this Plan shall be paid in the
      form of benefit as provided below, and specified by the Participant in the
      Distribution Election. The most recently submitted Distribution Election


<PAGE>

      shall be effective for the entire vested Account balance unless amended in
      writing by the Participant and delivered to the Committee. If, at the time
      payment of benefits under this Plan become due and payable, the
      Participant's most recent election as to the form of payment was made
      within one (1) year of such payment, then the most recent election made by
      the Participant more that one year prior to the time of payment shall be
      used to determine the form of payment. The permitted forms of benefit
      payments are:

      a)    A lump sum amount which is equal to the vested Account balance; and,

      b)    Annual installments for a period of up to ten (10) years (or in the
            event of payment of the In-Service Account or Restricted Stock Unit
            Account, a maximum of five (5) years) where the annual payment shall
            be equal to the balance of the Account immediately prior to the
            payment, multiplied by a fraction, the numerator of which is one (1)
            and the denominator of which commences at the number of annual
            payment initially chosen and is reduced by one (1) in each
            succeeding year. Interest on the unpaid balance, to the extent
            applicable, shall be based on the most recent allocation among the
            available Valuation Funds chosen by the Participant, made in
            accordance with Section 4.3, above.

5.7.  SMALL ACCOUNT. If the total of a Participant's vested, unpaid Retirement
      Account balance as of the time the payments are to commence is less than
      $25,000, the remaining unpaid, vested Retirement Account shall be paid in
      a lump sum, notwithstanding any election by the Participant to the
      contrary. If the total of a Participant's vested, unpaid In-Service
      Account balance as of the time the payments are to commence is less than
      $5,000, the remaining unpaid, vested In-Service Account shall be paid in a
      lump sum, notwithstanding any election by the Participant to the contrary.
      If the total number of vested Restricted Stock Units in the Restricted
      Stock Unit Account is less that 100 shares, the Restricted Stock Unit
      Account will be distributed in one lump sum, notwithstanding any election
      by the Participant to the contrary.

5.8.  WITHHOLDING; PAYROLL TAXES. Company shall withhold from any payment made
      pursuant to this Plan any taxes required to be withheld from such payments
      under local, state or federal law. A Beneficiary, however, may elect not
      to have withholding of federal income tax pursuant to Section 3405(a)(2)
      of the Code, or any successor provision thereto.

5.9.  PAYMENT TO GUARDIAN. If a Plan benefit is payable to a minor or a person
      declared incompetent or to a person incapable of handling the disposition
      of the property, the Committee may direct payment to the guardian, legal
      representative or person having the care and custody of such minor,
      incompetent or person. The Committee may require proof of incompetency,
      minority, incapacity or guardianship as it may deem appropriate prior to
      distribution. Such distribution shall completely discharge the Committee
      and Company from all liability with respect to such benefit.

5.10. EFFECT OF PAYMENT. The full payment of the applicable benefit under this
      Article V shall completely discharge all obligations on the part of the
      Company to the Participant (and the Participant's Beneficiary) with
      respect to the operation of this Plan, and the Participant's (and
      Participant's Beneficiary's) rights under this Plan shall terminate.



<PAGE>



                      ARTICLE VI - BENEFICIARY DESIGNATION


6.1.  BENEFICIARY DESIGNATION. Each Participant shall have the right, at any
      time, to designate one (1) or more persons or entity as Beneficiary (both
      primary as well as secondary) to whom benefits under this Plan shall be
      paid in the event of Participant's death prior to complete distribution of
      the Participant's vested Account balance. Each Beneficiary designation
      shall be in a written form prescribed by the Committee and shall be
      effective only when filed with the Committee during the Participant's
      lifetime.

6.2.  CHANGING BENEFICIARY. Any Beneficiary designation may be changed by a
      Participant without the consent of the previously named Beneficiary by the
      filing of a new Beneficiary designation with the Committee.

6.3.  NO BENEFICIARY DESIGNATION. If any Participant fails to designate a
      Beneficiary in the manner provided above, if the designation is void, or
      if the Beneficiary designated by a deceased Participant dies before the
      Participant or before complete distribution of the Participant's benefits,
      the Participant's Beneficiary shall be the person in the first of the
      following classes in which there is a survivor:

      a)    The Participant's surviving spouse;

      b)    The Participant's children in equal shares, except that if any of
            the children predeceases the Participant but leaves surviving issue,
            then such issue shall take by right of representation the share the
            deceased child would have taken if living;

      c)    The Participant's estate.

6.4.  EFFECT OF PAYMENT. Payment to the Beneficiary shall completely discharge
      the Company's obligations under this Plan.

                          ARTICLE VII - ADMINISTRATION

7.1.  COMMITTEE; DUTIES. This Plan shall be administered by the Committee, which
      shall consist of not less than three (3) persons appointed by the Board,
      except in the event of a Change in Control as provided in Section 7.5
      below. The Committee shall have the authority to make, amend, interpret
      and enforce all appropriate rules and regulations for the administration
      of the Plan and decide or resolve any and all questions, including
      interpretations of the Plan, as they may arise in such administration. A
      majority vote of the Committee members shall control any decision. Members
      of the Committee may be Participants under this Plan.

7.2.  AGENTS. The Committee may, from time to time, employ agents and delegate
      to them such administrative duties as it sees fit, and may from time to
      time consult with counsel who may be counsel to the Company.

7.3.  BINDING EFFECT OF DECISIONS. The decision or action of the Committee with
      respect to any question arising out of or in connection with the
      administration, interpretation and application of



<PAGE>

      the Plan and the rules and regulations promulgated hereunder shall be
      final, conclusive and binding upon all persons having any interest in the
      Plan.

7.4.  INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless the
      members of the Committee against any and all claims, loss, damage, expense
      or liability arising from any action or failure to act with respect to
      this Plan on account of such member's service on the Committee, except in
      the case of gross negligence or willful misconduct.

7.5.  ELECTION OF COMMITTEE AFTER CHANGE IN CONTROL. After a Change in Control,
      vacancies on the Committee shall be filled by majority vote of the
      remaining Committee members and Committee members may be removed only by
      such a vote. If no Committee members remain, a new Committee shall be
      elected by majority vote of the Participants in the Plan immediately
      preceding such Change in Control. No amendment shall be made to Article
      VII or other Plan provisions regarding Committee authority with respect to
      the Plan without prior approval by the Committee.

                         ARTICLE VIII - CLAIMS PROCEDURE

8.1.  CLAIM. Any person or entity claiming a benefit, requesting an
      interpretation or ruling under the Plan (hereinafter referred to as
      "Claimant"), or requesting information under the Plan shall present the
      request in writing to the Committee, which shall respond in writing as
      soon as practical, and in no event later than 90 days of the filing of the
      claim, which period may be extended in special circumstances. The Claimant
      will be notified in writing prior to the expiration of the initial 90-day
      period if an extension of the 90-day period is necessary. Such written
      notification will indicate the special circumstances requiring an
      extension of the 90-day period. Such extension may not extend the response
      period beyond 180 days. In the event that a claim is denied because the
      Claimant is not eligible to participate in the Plan, a written denial
      notice will nevertheless be sent to the Claimant.

8.2.  DENIAL OF CLAIM. If the claim or request is denied, in whole or in part,
      the written notice of denial shall state:

      a)    The reasons for denial, with specific reference to the Plan
            provisions on which the denial is based;

      b)    A description of any additional material or information required and
            an explanation of why it is necessary;

      c)    An explanation of the Plan's claim review procedure; and,

      d)    A statement that the Claimant has a right to bring a civil action
            under Section 502(a) of ERISA following an adverse benefit
            determination on review.

8.3.  REVIEW OF CLAIM. Any Claimant whose claim or request is denied or who has
      not received a response within ninety (90) days may request a review by
      notice given in writing to the Committee. Such request must be made within
      sixty (60) days after receipt by the Claimant of



<PAGE>

      the written notice of denial, or in the event Claimant has not received a
      response sixty (60) days after receipt by the Committee of Claimant's
      claim or request. The claim or request shall be reviewed by the Committee
      which may, but shall not be required to, grant the Claimant a hearing. On
      review, the claimant may have representation, examine pertinent documents,
      and submit issues and comments in writing.

8.4.  FINAL DECISION. The decision on review shall normally be made within sixty
      (60) days after the Committee's receipt of claimant's claim or request. If
      an extension of time is required for a hearing or other special
      circumstances, the Claimant shall be notified and the time limit shall be
      one hundred twenty (120) days. The decision shall be in writing and shall
      state the reasons and the relevant Plan provisions. All decisions on
      review shall be final and bind all parties concerned. The Claimant shall
      have a right to bring action under Section 502(a) of ERISA following an
      adverse benefit determination on review.

                 ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN

9.1.  AMENDMENT. The Board may at any time amend the Plan by written instrument,
      notice of which is given to all Participants and to Beneficiary receiving
      installment payments, subject to the following:

      a)    PRESERVATION OF ACCOUNT BALANCE. No amendment shall reduce the
            amount accrued in any Account as of the date such notice of the
            amendment is given.

      b)    CHANGES IN INTEREST RATE. No amendment shall reduce, either
            prospectively or retroactively, the rate of Interest to be credited
            to the amount already accrued in any of the Participant's Account(s)
            and any amounts credited to the Account under Deferral Commitments
            already in effect on that date, except as may be provided in Section
            2.22, above as a result of a selection or deletion of available
            Valuation Funds.

9.2.  COMPANY'S RIGHT TO TERMINATE. The Board may at any time partially or
      completely terminate the Plan if, in its judgement, the tax, accounting or
      other effects of the continuance of the Plan, or potential payments
      thereunder would not be in the best interests of Company.

      a)    PARTIAL TERMINATION. The Board may partially terminate the Plan by
            instructing the Committee not to accept any additional Deferral
            Commitments. If such a partial termination occurs, the Plan shall
            continue to operate and be effective with regard to Deferral
            Commitments entered into prior to the effective date of such partial
            termination.

      b)    COMPLETE TERMINATION. The Board may completely terminate the Plan by
            instructing the Committee not to accept any additional Deferral
            Commitments, and by terminating all ongoing Deferral Commitments. In
            the event of complete termination, the Plan shall cease to operate
            and Company shall distribute each Account, including the Restricted
            Stock Unit Account, to the appropriate Participant. Payment shall be
            made as a lump sum as soon as practical.



<PAGE>

                            ARTICLE X - MISCELLANEOUS

10.1.  UNFUNDED PLAN. This plan is an unfunded plan maintained primarily to
       provide deferred compensation benefits for a select group of "management
       or highly-compensated employees" within the meaning of Sections 201, 301,
       and 401 of ERISA, and therefore is exempt from the provisions of Parts 2,
       3 and 4 of Title I of ERISA. Accordingly, the Board may terminate the
       Plan and make no further benefit payments or remove certain employees as
       Participants if it is determined by the United States Department of
       Labor, a court of competent jurisdiction, or an opinion of counsel that
       the Plan constitutes an employee pension benefit plan within the meaning
       of Section 3 (2) of ERISA (as currently in effect or hereafter amended)
       which is not so exempt.

10.2.  COMPANY OBLIGATION. The obligation to make benefit payments to any
       Participant under the Plan shall be an obligation solely of the Company
       with respect to the deferred Compensation receivable from, and
       contributions by, that Company and shall not be an obligation of another
       company.

10.3.  UNSECURED GENERAL CREDITOR. Notwithstanding any other provision of this
       Plan, Participants and Participants' Beneficiary shall be unsecured
       general creditors, with no secured or preferential rights to any assets
       of Company or any other party for payment of benefits under this Plan.
       Any property held by Company for the purpose of generating the cash flow
       for benefit payments shall remain its general, unpledged and unrestricted
       assets. Company's obligation under the Plan shall be an unfunded and
       unsecured promise to pay money in the future.

10.4.  TRUST FUND. Company shall be responsible for the payment of all benefits
       provided under the Plan. At its discretion, Company may establish one (1)
       or more trusts, with such trustees as the Board may approve, for the
       purpose of assisting in the payment of such benefits. Although such a
       trust shall be irrevocable, its assets shall be held for payment of all
       Company's general creditors in the event of insolvency. To the extent any
       benefits provided under the Plan are paid from any such trust, Company
       shall have no further obligation to pay them. If not paid from the trust,
       such benefits shall remain the obligation of Company.

10.5.  NONASSIGNABILITY. Neither a Participant nor any other person shall have
       any right to commute, sell, assign, transfer, pledge, anticipate,
       mortgage or otherwise encumber, transfer, hypothecate or convey in
       advance of actual receipt the amounts, if any, payable hereunder, or any
       part thereof, which are, and all rights to which are, expressly declared
       to be unassignable and non-transferable. No part of the amounts payable
       shall, prior to actual payment, be subject to seizure or sequestration
       for the payment of any debts, judgements, alimony or separate maintenance
       owed by a Participant or any other person, nor be transferable by
       operation of law in the event of a Participant's or any other person's
       bankruptcy or insolvency.

10.6.  COURT ORDER. The Company is authorized to make any payments directed by
       court order in any action in which the Plan, the Company, or the
       Committee has been named as a party. In addition, if a court determines
       that a spouse or former spouse of a Participant has an interest in the
       Participant's Account(s) under this Plan in connection with a property
       settlement or




<PAGE>

       otherwise, the Company, in its sole discretion, shall have the right,
       notwithstanding any election made by the Participant, to immediately
       distribute the spouse's or former spouse's interest in the Participant's
       Account(s) under the Plan to the spouse or former spouse.


10.7.  NOT A CONTRACT OF EMPLOYMENT. This Plan shall not constitute a contract
       of employment between Company and the Participant. Nothing in this Plan
       shall give a Participant the right to be retained in the service of
       Company or to interfere with the right of the Company to discipline or
       discharge a Participant at any time.

10.8.  PROTECTIVE PROVISIONS. A Participant will cooperate with Company by
       furnishing any and all information requested by Company, in order to
       facilitate the payment of benefits hereunder, and by taking such physical
       examinations as Company may deem necessary and taking such other action
       as may be requested by Company.

10.9.  AMENDMENT TO PLAN. The Company may amend, modify or terminate a deferral
       pursuant to this plan if it considers it necessary or advisable under
       applicable laws, In addition, if all or any portion of a Participant's
       Account under this Plan become subject to federal income taxation prior
       to the actual receipt of such amounts, whether as a result of an audit by
       the appropriate taxing authority, a court of competent jurisdiction or by
       the passage of legislation or regulation, the Committee may, in its sole
       discretion, distribute to such Participant from the Participant's
       Account, an amount deemed necessary by the Committee to meet the
       resulting tax liability to the Participant.

10.10. GOVERNING LAW. The provisions of this Plan shall be construed and
       interpreted according to the laws of the State of Illinois, except as
       preempted by federal law.

10.11. VALIDITY. If any provision of this Plan shall be held illegal or invalid
       for any reason, said illegality or invalidity shall not affect the
       remaining parts hereof, but this Plan shall be construed and enforced as
       if such illegal and invalid provision had never been inserted herein.

10.12. NOTICE. Any notice required or permitted under the Plan shall be
       sufficient if in writing and hand delivered or sent by registered or
       certified mail. Such notice shall be deemed given as of the date of
       delivery or, if delivery is made by mail, as of the date shown on the
       postmark on the receipt for registration or certification. Mailed notice
       to the Committee shall be directed to the company's address. Mailed
       notice to a Participant or Beneficiary shall be directed to the
       individual's last known address in company's records.

10.13. SUCCESSORS. The provisions of this Plan shall bind and inure to the
       benefit of Company and its successors and assigns. The term successors as
       used herein shall include any corporate or other business entity which
       shall, whether by merger, consolidation, purchase or otherwise acquire
       all or substantially all of the business and assets of Company, and
       successors of any such corporation or other business entity.



<PAGE>




                                        TRIZEC PROPERTIES, INC.


                                        BY:   /s/ Timothy H. Callahan
                                            ------------------------------


                                        DATED:    January 1, 2004
                                              ----------------------------