Exhibit 10.5


 


October 17,
2005


 


 


Matthew S. Khourie


2114 Rice Boulevard


Houston, TX 77005


 


Re:          Amendment
to Employment Agreement


 


Dear Matt:


 


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 September 28, 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/ Matthew S. Khourie

  	
   

  	
   

  
	
  Name: Matthew S. Khourie

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  2114 Rice
  Boulevard

  	
   

  
	
   

  	
  Houston, TX
  77005

  	
   

  
	
   

  	
  Telephone:
  (713) 942-0308

  	
   

  
	
   

  	
  Fax: