Exhibit 10.2


 


October 17,
2005


 


 


Derek R. McClain


5542 Edlen Drive


Dallas, Texas 75220


 


Re:          Amendment
to Employment Agreement


 


Dear Derek:


 


As you know,
you and Trammell Crow Company (the “Company”, or “we”, or “us”) are parties to
that certain employment letter agreement, dated as of October 17, 2003, as
supplemented by that certain letter delivered by us to you, dated as of April
6, 2004 (the “Employment Agreement”),
which set forth the terms of your employment with us.  We and you now wish to amend and supplement
the Employment Agreement in certain respects as set forth in this letter
agreement (this “Amendment”).  We and you both acknowledge and agree that
this Amendment is being made for good and valuable consideration, the receipt
and sufficiency of which are also acknowledged. 
Each capitalized term used in this Amendment and not otherwise defined
herein will have the meaning given such term in the Employment Agreement.


 


1.             Amendment.


 


(a)           Section 1 of
the Employment Agreement is hereby amended and restated to read in its entirety
as follows:


 


1.             Employment Period.  Subject to the terms and provisions of this
Agreement, we agree to continue to employ you, and you agree to continue to be
employed by us, for a period (the “Employment Period”) commencing on the
date hereof and expiring December 31, 2007; provided, that on
December 31, 2007 and on each subsequent December 31, this Agreement
will automatically be extended for one additional year unless, during the four month period beginning March 1 and
ending July 1 immediately prior to the next scheduled extension, you or we
will have given written notice (a “Non-Renewal Notice”) that the
Employment Period will not be extended (a “Non-Renewal”).


 


2.             Employment Agreement Otherwise Unchanged. 
Except as specifically amended or supplemented in this Amendment, the
Employment Agreement will continue in full force and effect in accordance with
its terms.


 





















 


 3.            Counterparts. 
This Amendment may be executed (including by facsimile transmission) in
any number of counterparts.


 


 4.            Governing Law. 
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS
OF TEXAS OR ANY OTHER JURISDICTION, AND, WHERE APPLICABLE, THE LAWS OF THE
UNITED STATES.


 


[SIGNATURE
PAGE FOLLOWS]


 


2





















 


By signing and
countersigning this Amendment in the appropriate space set forth below, we and
you have agreed to be bound by the terms and conditions set forth herein,
effective as of the date first written above.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  TRAMMELL CROW COMPANY,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert E. Sulentic

  
	
   

  	
  Name:

  	
  Robert E. Sulentic

  
	
   

  	
  Title:

  	
  Chairman and CEO

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Trammell Crow Company

  
	
   

  	
   

  	
  2001 Ross Avenue, Suite 3400

  
	
   

  	
   

  	
  Dallas, Texas 75201

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
  Telephone: (214) 863-3000

  
	
   

  	
   

  	
  Fax: (214) 863-3125

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED BY
  EXECUTIVE:

  	
   

  
	
   

  	
   

  
	
  /s/ Derek R. McClain

  	
   

  	
   

  
	
  Name: Derek R. McClain

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  5542 Edlen
  Drive

  	
   

  
	
   

  	
  Dallas,
  Texas 75220

  	
   

  
	
   

  	
  Telephone:
  (214) 365-9974

  	
   

  
	
   

  	
  Fax: (214)
  365-9960