**Exhibit 10.28**
**TRIZEC PROPERTIES, INC.**
**2004 Compensation for Named Executive Officers**
     The following table sets forth the salary, bonus and long term equity incentive awards paid inrespect of services for fiscal year 2004 to Trizec Properties, Inc.’s (“Trizec”) Chief ExecutiveOfficer, its four most highly compensated executive officers who were serving as executive officersas of December 31, 2004, and a former executive officer who resigned during fiscal 2004 and was notserving as an executive officer as of December 31, 2004. These officers collectively are referredto as the “named executive officers.”                       **2004 LTIP** **Name & Principal Position****2004 Salary** **2004 Bonus**  **Award(1)(#)** Peter Munk            Chairman of the Board of Directors(2) $500,000  $0   0 Timothy H. Callahan            President, Chief Executive Officer and Director  1,000,000   1,600,000(3)  66,000(4)Casey R. Wold            Former Executive Vice President and Chief Investment Officerand Former Director  449,515   466,667(5)  — Michael C. Colleran            Executive Vice President and Chief Financial Officer  350,000   600,000(3)  32,000(4)William R.C. Tresham            Executive Vice President and Chief Operating Officer  325,000   500,000(3)  30,000(4)Ted R. Jadwin            Senior Vice President, General Counsel and Corporate Secretary  283,000   170,000(3)  11,000(4)
(1) 2004 long term equity incentive awards were made in the form of restricted stock rights, or“RSRs,” granted under the Trizec Properties, Inc. 2002 Long Term Incentive Plan (as amendedand restated effective May 29, 2003, as amended), or “LTIP.” Upon vesting of the RSRs, oneshare of Trizec’s common stock is issuable for each RSR that vests. Fifty percent of an awardof RSRs to an executive officer is subject to time-based vesting requirements, such that theaward vests in equal, annual increments over five years, beginning on the first anniversary ofthe date of grant, as long as the officer remains in Trizec’s continuous employment throughthe applicable vesting date. The remaining 50% of an executive officer’s award is subject toperformance-based vesting requirements, such that the award vests in equal, annual incrementsover five years, beginning on the first anniversary of the date of grant, based on Trizec’sachievement for the applicable performance year of either of two specified performance goals.The performance goals for a particular performance year are established annually by theCompensation Committee of the Board of Directors of Trizec within the first sixty days of theapplicable fiscal year. The performance goals for the 2005 performance period, as establishedby the Compensation Committee on February 18, 2005, are based upon Trizec’s achievement ofeither of two goals measured by Trizec’s total return to stockholders for the year.
 

 
(2) Mr. Munk did not receive any bonus or long term equity incentive awards for 2004. For 2004,Trizec Canada Inc., of which Mr. Munk is the Chief Executive Officer and Chairman of the Boardof Directors, and Trizec each agreed to pay 50% of Mr. Munk’s annual compensation of$1,000,000. The amount reported in the table reflectsTrizec’s 50% share of Mr. Munk’s 2004 salary. Underthe arrangement, Trizec Canada Inc. paid Mr. Munk thefull $1,000,000 in Canadian dollars and Trizec reimbursed TrizecCanada for Trizec’s share of Mr. Munk’s 2004 salary inCanadian dollars on a monthly basis. As a result of the fluctuation inthe currency exchange rate between the U.S. dollar and Canadiandollar, Trizec’s actual out-of-pocket reimbursement to TrizecCanada for Trizec’s pro rata share of Mr. Munk’s 2004salary was$549,648.In addition, Trizec reimbursed Trizec Canada$9,898 for Trizec’s pro rata share of the Canadian employer withholdingtaxes that Trizec Canada Inc. was required to pay in connection withthe payment of Mr. Munk’s 2004 salary. As a result, Trizecreimbursed Trizec Canada an aggregate of$559,546. (3) Bonus awards for fiscal year 2004 were made in the amounts indicated and were paid in theform of cash and/or RSRs on February 18, 2005, based on a valuation price of $18.00 per shareof Trizec common stock, as follows:   •   Mr. Callahan, $1,600,000 paid in the form of 88,889 RSRs;   •   Michael C. Colleran, $450,006 paid in cash and $149,994 paid in the form of 8,333 RSRs;   •   William R.C. Tresham, $375,008 paid in cash and $124,992 paid in the form of 6,944 RSRs; and   •   Ted R. Jadwin, $127,502 paid in cash and $42,498 paid in the form of 2,361 RSRs.   The RSRs issued as part of the named executive officer’s bonus vest in equal, annualincrements over three years, beginning on the first anniversary of the date of grant, aslong as the officer remains in Trizec’s continuous employment through the applicable vestingdate, and are settled in shares of Trizec’s common stock, on a one-for-one basis, at thetime of vesting. The RSRs entitle the holders the right to receive dividends based on thenumber of shares of common stock underlying the RSRs, but do not have voting rights. (4) For fiscal year 2004, the amount shown reflects the number of RSRs granted to each executiveofficer on February 18, 2005 based on a valuation price of $18.00 per share of Trizec’s commonstock. (5) Effective September 17, 2004, Mr. Wold resigned his position as Executive Vice President andChief Investment Officer of Trizec and as a member of our board of directors. Amounts shownreflect salary and a prorated cash bonus earned by Mr. Wold through September 17, 2004, thedate of his resignation.