Exhibit
10.2


FORM OF
VOTING AGREEMENT


THIS VOTING AGREEMENT (this “Agreement”)
is made and entered into as of October 30, 2006, by and among CB Richard Ellis
Group, Inc., a Delaware corporation (“Parent”), A-2
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary
of Parent (“Acquiror”), Trammell Crow Company,
a Delaware corporation (the “Company”), and
the undersigned stockholder (“Stockholder”) of the Company.


RECITALS


A.            Concurrently with the execution of
this Agreement, Parent, Acquiror and the Company have entered into an Agreement
and Plan of Merger (the “Merger Agreement”),
which provides for the merger (the “Merger”) of
Acquiror with and into the Company, with the Company continuing its existence
as the surviving corporation.


B.            As of the date hereof, Stockholder
Beneficially Owns (as defined below) the number of Shares (as defined below) of
capital stock of the Company as set forth on the signature page of this
Agreement.


C.            In order to induce Parent and
Acquiror to execute the Merger Agreement, Stockholder desires to restrict the
transfer or disposition of, and desires to vote, the Shares as provided in this
Agreement, and the execution and delivery of this Agreement and the Proxy (as
defined below) is a material condition to Parent’s and Acquiror’s willingness
to enter into the Merger Agreement.


D.            As a stockholder of the Company, the
Stockholder will benefit from the execution and delivery of the Merger
Agreement and the consummation of the transactions contemplated thereby.


NOW, THEREFORE, the parties hereto hereby agree as
follows:


1.             Certain
Definitions.  Capitalized terms not defined herein shall
have the meanings ascribed to them in the Merger Agreement.  For purposes of this Agreement:


(a)           A
Person shall be deemed to “Beneficially
Own” a security if such Person has “beneficial ownership” of such
securities as determined pursuant to Rule 13d-3 under the Securities Exchange
Act of 1934, as amended.


(b)           “Constructive Sale” means, with respect to any security, a
short sale or entering into or acquiring an offsetting derivative contract with
respect to such security, entering into or acquiring a futures or forward
contract to deliver such security or entering into any other hedging or other
derivative transaction that has the effect of materially changing the economic
benefits and risks of ownership of such security.


(c)           “Expiration Date” means the earlier to occur of (i) such date
and time as the Merger shall become effective in accordance with the terms and
provisions of the Merger









 



 


Agreement and (ii) such
date and time as the Merger Agreement shall have been validly terminated
pursuant to Article 10 thereof.


(d)           “Options” means: (i) all securities Beneficially Owned by
Stockholder as of the date of this Agreement that are convertible into, or
exercisable or exchangeable for, shares of capital stock of the Company,
including, without limitation, options, warrants and other rights to acquire
shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) or other shares of
capital stock of the Company; and (ii) all securities of which Stockholder
acquires Beneficial Ownership during the period from the date of this Agreement
through and including the Expiration Date that are convertible into, or exercisable
or exchangeable for, shares of capital stock of the Company, including, without
limitation, options, warrants and other rights to acquire shares of Company
Common Stock or other shares of capital stock of the Company.


(e)           “Person” means any (i) individual,
(ii) corporation, limited liability company, partnership or other entity, or
(iii) Governmental Entity.


(f)            “Shares” means: (i) all shares of capital stock of the
Company Beneficially Owned by Stockholder as of the date of this Agreement; and
(ii) all shares of capital stock of the Company of which Stockholder acquires
Beneficial Ownership during the period from the date of this Agreement through
and including the Expiration Date, including, without limitation, in each case,
shares issued upon the conversion, exercise or exchange of Options.


(g)           “Transfer” means, with respect to any security, the direct or
indirect (i) assignment, sale, transfer, tender, pledge, hypothecation,
placement in voting trust, Constructive Sale or other disposition of such
security (excluding transfers by testamentary or intestate succession), of any
right, title or interest in such security (including, without limitation, any
right or power to vote to which the holder thereof may be entitled, whether
such right or power is granted by proxy or otherwise) or of the record or
beneficial ownership of such security, or (ii) offer to make any such sale,
transfer, tender, pledge, hypothecation, placement in voting trust,
Constructive Sale or other disposition, and each agreement, arrangement or
understanding, whether or not in writing, to effect any of the foregoing, in
each case, excluding any (1) Transfer pursuant to a court order and (2) such
actions pursuant to which the Stockholder maintains all voting rights with
respect to such security.


2.             No
Transfer of Shares or Options.  Stockholder agrees that, at all times during
the period beginning on the date hereof and ending on the Expiration Date,
Stockholder shall not Transfer (or cause or permit any Transfer of) any Shares
or Options, or make any agreement relating thereto, in each case, without the
prior written consent of Parent. 
Stockholder agrees that any Transfer in violation of this Agreement
shall be void and of no force or effect.


3.             No
Transfer of Voting Rights.  Stockholder agrees that, during the period
from the date of this Agreement through and including the Expiration Date,
Stockholder shall not deposit (or cause or permit the deposit of) any Shares or
Options in a voting trust or grant (or cause or permit the grant of) any proxy
or enter into (or cause or permit the entry into) any



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voting agreement or similar agreement with respect to
any of the Shares or Options other than as contemplated by this Agreement,
Proxy and the Merger Agreement.


4.             Agreement to Vote Shares.


(a)           Until the Expiration Date, at every
meeting of stockholders of the Company, however called, at every adjournment or
postponement thereof, and on every action or approval by written consent of
stockholders of the Company with respect to any of the following, Stockholder
shall vote, to the extent not voted by the Person(s) appointed under the Proxy
(as defined below), all of the Shares or cause the Shares to be voted:


(i)         in favor of (1) adoption of the Merger
Agreement, including all actions and transactions contemplated by the Merger
Agreement or the Proxy and (2) any other actions presented to holders of shares
of capital stock of the Company in furtherance of the Merger Agreement, the
Merger and the other actions and transactions contemplated by the Merger
Agreement or the Proxy;


(ii)        against approval of any proposal made in
opposition to, or in competition with, the Merger Agreement or consummation of
the Merger and the other transactions contemplated by the Merger Agreement or
the Proxy; and


(iii)       against any action that is intended, or
could reasonably be expected to, in any manner impede, frustrate, prevent,
nullify, interfere with, delay, postpone, discourage or otherwise adversely
affect the consummation of the Merger or any of the other transactions
contemplated by the Merger Agreement in accordance with the terms of the Merger
Agreement.


(b)           Stockholder
shall not enter into any agreement or understanding with any person to vote or
give instructions in any manner inconsistent with this Section 4.


5.             Irrevocable Proxy.  Concurrently with
the execution of this Agreement, Stockholder agrees to deliver to Parent an
irrevocable proxy in the form attached hereto as Exhibit A (the “Proxy”), which
shall be irrevocable to the fullest extent permitted by applicable law,
covering all Shares.


6.             Representations,
Warranties and Covenants of Stockholder.  Stockholder represents, warrants and
covenants to Parent and Acquiror as follows:


(a)           Stockholder
is the Beneficial Owner of the Shares and the Options indicated on the
signature page of this Agreement.


(b)           As
of the date hereof, Stockholder does not Beneficially Own any shares of capital
stock of the Company or any securities convertible into, or exchangeable or
exercisable for, shares of capital stock of the Company, other than the Shares
and Options set forth on the signature page hereto.



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(c)           Stockholder
has the full power to dispose, vote or direct the voting of the Shares for and
on behalf of all beneficial owners of the Shares.


(d)           The
Shares are, and at all times up to and including the Expiration Date the Shares
will be, Beneficially Owned by Stockholder, free and clear of any rights of
first refusal, co-sale rights, security interests, liens, pledges, claims,
options, charges, proxies, voting trusts or agreements, understandings or
arrangement, or any other encumbrances of any kind or nature (“Encumbrances”).


(e)           The
execution and delivery of this Agreement and the Proxy by Stockholder do not,
and Stockholder’s performance of its obligations under this Agreement will not
conflict with or violate or require any consent, approval or notice under, any
order, decree, judgment, statute, law, rule, regulation or agreement applicable
to Stockholder or by which Stockholder or any of Stockholder’s properties or
assets, including, without limitation, the Shares and Options, is bound.


(f)            Stockholder
has full power and authority to make, enter into and carry out the terms of
this Agreement, and the Proxy, in each case with respect to all of the Shares
without limitation, qualification or restriction on such power and authority.


(g)           Subject
to Section 12, Stockholder agrees
that in his or her capacity as a stockholder of the Company, he or she will not
(a) bring, commence, institute, maintain, prosecute, participate in or
voluntarily aid any action, claim, suit or cause of action, in law or in
equity, in any court or before any governmental entity (an “Action”), which challenges the validity of
or seeks to enjoin the operation of any provision of this Agreement or the
Proxy or (b) bring or commence any Action that alleges that the execution and delivery of this Agreement or the Proxy by Stockholder, either alone or together with the
other voting agreements and proxies to be delivered in connection with the
execution of the Merger Agreement, or the approval of the Merger Agreement by
the board of directors of the Company, breaches any fiduciary duty of the board
of directors of the Company or any member thereof.


(h)           Except as expressly contemplated
herein, the Stockholder is not a party to, and the Shares are not subject to or
bound in any manner by, any contract or agreement relating to the Shares that
would keep Stockholder from voting the Shares as described in this Agreement or
require Stockholder to Transfer the Shares in violation of this Agreement,
including without limitation, any voting agreement, option agreement, purchase
agreement, stockholders’ agreement, partnership agreement or voting trust.


7.             Additional Documents.  Stockholder and the
Company hereby covenant and agree to execute and deliver any additional
documents and take such further actions as may be reasonably necessary or
desirable, in the reasonable opinion of Parent, to carry out the purposes and
intent of this Agreement and the Proxy.


8.             Consents and Waivers.  Stockholder hereby
gives all consents and waivers that may be required from it for the execution
delivery of this Agreement and the Proxy, and for the consummation of the
Merger under the terms of any agreement or instrument to which



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Stockholder is a party or
subject or in respect of any rights Stockholder may have.  Stockholder further consents to the Company
placing a stop transfer order on the Shares with its transfer agent(s), which
stop transfer order shall, at the request of Parent remain in effect until the
Expiration Date and in accordance with the terms of this Agreement, Stockholder
further consents and authorizes Parent and the Company to publish and disclose
in the Proxy Statement (including all documents filed with the SEC in connection
therewith) Stockholder’s identity and ownership of the Shares and the nature of
Stockholder’s commitments, arrangements and understandings under this Agreement
and the Proxy.


9.             Termination.  This Agreement and
the Proxy shall terminate and shall have no further force or effect as of the
Expiration Date.


10.           Company Covenants.  The Company agrees to make a notation on its
records and give instructions to its transfer agent(s) to not permit, during
the term of this Agreement, the Transfer of any Shares.


11.           Legending of Shares.  Stockholder agrees that, if so requested by
Parent, certificates evidencing the Shares shall bear the following legend:


THE SHARES OF
STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING AND
TRANSFER RESTRICTIONS PURSUANT TO THAT CERTAIN VOTING AGREEMENT, DATED AS OF
OCTOBER 30, 2006, BY AND AMONG CB RICHARD ELLIS GROUP, INC., A-2 ACQUISITION
CORPORATION, TRAMMELL CROW COMPANY AND STOCKHOLDER AND AN IRREVOCABLE PROXY,
DATED AS OF OCTOBER 30, 2006, IN FAVOR OF CB RICHARD ELLIS GROUP, INC. ANY
TRANSFER OF SUCH SHARES OF COMMON STOCK IN VIOLATION OF THE TERMS AND
PROVISIONS OF SUCH VOTING AGREEMENT SHALL BE NULL AND VOID AND HAVE NO FORCE OR
EFFECT WHATSOEVER.


The Company agrees, if so
requested by Parent, to place (or to cause the transfer agent for the Company
to place) the above-referenced legend on any and all certificates evidencing
any Shares.  Subject to the terms of Section 2 hereof, Stockholder agrees that
Stockholder shall not Transfer any Shares (to the extent any Transfer is
permitted under this Agreement) without first having the aforementioned legend
affixed to the certificates representing the Shares.


12.           Stockholder Capacity.  Stockholder does not make any agreement or
representation or warranty herein as a director or officer of the Company.  So long as Stockholder is an officer
or director of the Company, nothing in this Agreement shall be construed as
prohibiting, preventing, precluding or otherwise affecting any actions taken,
or not taken, by Stockholder in his capacity as an officer or director of the
Company or any of its Subsidiaries or from fulfilling the obligations of such
office (including, subject to the limitations contained in Section 6.3 of the Merger Agreement,
the performance of obligations required by the fiduciary obligations of
Stockholder acting solely in his or her capacity as an officer or director).



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13.           Miscellaneous.


(a)           Waiver.  No failure on
the part of any party to exercise any power, right, privilege or remedy under
this Agreement, and no delay on the part of any party in exercising any power,
right, privilege or remedy under this Agreement, shall operate as a waiver of
such power, right, privilege or remedy; and no single or partial exercise of
any such power, right, privilege or remedy shall preclude any other or further
exercise thereof or of any other power, right, privilege or remedy.  A party hereto shall not be deemed to have
waived any claim arising out of this Agreement, or any power, right, privilege
or remedy under this Agreement, unless the waiver of such claim, power, right,
privilege or remedy is expressly set forth in a written instrument duly
executed and delivered on behalf of such party; and any such waiver shall not
be applicable or have any effect except in the specific instance in which it is
given.


(b)           Notices.  All notices
and other communications hereunder shall be in writing and shall be deemed duly
given (i) on the date of delivery if delivered personally or by courier
service, (ii) on the date of confirmation of receipt (or the first
business day following such receipt if the date is not a business day) if sent
via facsimile (receipt confirmed), or (iii) on the date of confirmation of
receipt (or the first business day following such receipt if the date is not a
business day) if delivered by a nationally recognized courier service.  All notices hereunder shall be delivered to
the parties at the following addresses or facsimile numbers (or pursuant to
such other instructions as may be designated in writing by the party to receive
such notice):


	
  (i)            if to Parent or Acquiror, to:

  
	
   

  
	
  CB Richard Ellis Group,
  Inc.

  
	
  100 N. Sepulveda Blvd.,
  Suite 1050

  
	
  El Segundo,
  California  90245

  
	
  Attention:  Laurence Midler

  
	
  Telecopy No.:  (310) 606-4701

  
	
   

  
	
  with copies to:

  
	
   

  
	
  Simpson Thacher
  & Bartlett LLP

  
	
  2550 Hanover
  Street

  
	
  Palo Alto,
  California  94304

  
	
  Attention:       Richard
  Capelouto

  
	
                         Kirsten
  Jensen

  
	
  Telecopy No.:    (650)
  251-5002

  
	
   

  
	
  (ii)           if to Company, to:

  
	
   

  
	
  Trammell Crow Company

  
	
  2001 Ross Avenue, Suite
  3400

  
	
  Dallas, Texas  75201

  
	
  Attention:  J. Christopher Kirk

  
	
  Telecopy No.:  (214) 214-3125

  
	
   

  
	
  with copies to:

  



 



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  Vinson & Elkins LLP

  
	
  2001 Ross Avenue

  
	
  3700 Trammell Crow
  Center

  
	
  Dallas, Texas 75201

  
	
  Attention:       Michael
  D. Wortley

  
	
                         P.
  Gregory Hidalgo

  
	
  Telecopy No.:   (214)
  999-7959

  



 


(iii)                               if
to Stockholder: To the address for notice set forth on the signature page
hereof.


(c)           Headings.  All
captions and section headings used in this Agreement are for convenience only
and do not form a part of this Agreement.


(d)           Counterparts.  This
Agreement may be executed in two or more counterparts, and via facsimile, all
of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.


(e)           Entire Agreement; Amendment. 
This Agreement and the Proxy constitutes the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof. 
This Agreement may not be changed or modified, except by an agreement in
writing specifically referencing this Agreement and executed by each of Parent,
Acquiror and Stockholder; provided, however,
that the Company’s obligations hereunder may not be changed or modified without
the written consent of the Company.


(f)            Severability.  In the
event that any provision of this Agreement, shall be determined to be invalid,
unlawful, void or unenforceable to any extent, the remainder of this Agreement
shall not be impaired or otherwise affected and shall continue to be valid and
enforceable to the fullest extent permitted by law.


(g)           Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts
of law thereof.  Each of the parties
hereto irrevocably consents to the exclusive jurisdiction and venue of the
Delaware Court of Chancery and any state appellate court therefrom within the
State of Delaware (or, if the Delaware Court of Chancery declines to accept
jurisdiction over a particular matter, any state or federal court within the
State of Delaware) in connection with any matter based upon or arising out of
this Agreement or the matters contemplated herein, agrees that process may be
served upon them in any manner authorized by the laws of the State of Delaware
for such persons and waives and covenants not to assert or plead any objection
which they might otherwise have to such jurisdiction, venue and such process.



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(h)           Rules of Construction.  The parties hereto agree that
they have been represented by counsel during the negotiation and execution of
this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or
document.


(i)            Remedies.  The parties
acknowledge that Parent and Acquiror will be irreparably harmed and that there
will be no adequate remedy at law in the event of a violation or breach of any
of the terms of this Agreement. 
Therefore, it is agreed that, in addition to any other remedies that may
be available to Parent and Acquiror upon any such violation or breach, each of
Parent and Acquiror shall have the right to enforce the terms hereof by
specific performance, injunctive relief or by any other means available to
Parent and Acquiror at law or in equity, and that Stockholder waives the
posting of any bond or security in connection with any proceedings related
thereto.  All
rights, powers and remedies provided under this Agreement or otherwise
available in respect hereof at law or in equity shall be cumulative and not
alternative, and the exercise or beginning of the exercise of any thereof by
Parent or Acquiror shall not preclude the simultaneous or later exercise of any
other such right, power or remedy by Parent or Acquiror.


(j)            Binding Effect; No Assignment.  This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, but, except as otherwise
specifically provided herein, neither this Agreement nor any of the rights,
interests or obligations of the parties hereto may be assigned by any of the
parties without the prior written consent of the other parties.  Any purported assignment in violation of this
Section 13(j) shall be void.



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IN WITNESS WHEREOF, the
undersigned have executed this Agreement on the date first above written.


	
  CB RICHARD ELLIS GROUP, INC.

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Signature

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
   

  
	
  A-2 ACQUISITION CORPORATION

  	
   

  
	
   

  	
  Address

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Shares and Options:

  
	
  Title:

  	
   

  	
   

  	
  Company Common Stock:

  	
   

  
	
   

  	
  Company Options:

  	
   

  
											



 









 



 


IN WITNESS
WHEREOF, the undersigned has executed this Agreement on the date first above
written.


	
  TRAMMELL CROW COMPANY

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 

















 


EXHIBIT A


IRREVOCABLE
PROXY


The undersigned
stockholder (“Stockholder”) of Trammell Crow
Company, a Delaware corporation (the “Company”),
hereby irrevocably (to the fullest extent permitted by law) appoints [Parent],
a Delaware corporation (“Parent”), and
any designee of Parent, and each of them individually, as the sole and
exclusive attorneys-in-fact and proxies of the undersigned with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights with respect to, and to grant a consent or approval in respect of (in
each case, to the full extent that the undersigned is entitled to do so), all
of the shares of capital stock of the Company that now are or hereafter may be
Beneficially Owned by the undersigned, and any and all other shares or
securities of the Company issued or issuable in respect thereof between the
date hereof and the Expiration Date (collectively, the “Shares”),
in accordance with the terms of this Proxy. 
The Shares Beneficially Owned by the undersigned as of the date of this
Proxy are set forth on the signature page hereof.  Any and all prior proxies heretofore given by
the undersigned with respect to any Shares are hereby revoked and the
undersigned hereby covenants and agrees not to grant any subsequent proxies
with respect to any Shares.  Capitalized
terms used and not defined herein have the meanings assigned to them in that
certain Voting Agreement, dated as of October 30, 2006, by and among Parent,
A-2 Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Parent (“Acquiror”), the
Company and Stockholder (the “Voting
Agreement”).


This Proxy is
irrevocable (to the fullest extent permitted by law), is coupled with an
interest and is granted pursuant to the Voting Agreement, and is granted in
consideration of Parent and Acquiror entering into that certain Agreement and
Plan of Merger (the “Merger Agreement”),
dated as of October 30, 2006, by and among Parent, Acquiror and the
Company.  The Merger Agreement provides
for the merger of Acquiror with and into the Company in accordance with its
terms (the “Merger”) and the payment to
Stockholder of a portion of the proceeds of the Merger in exchange for the
Shares.


The
attorneys-in-fact and proxies named above are hereby authorized and empowered
by the undersigned at any time after the date hereof and prior to the
Expiration Date to act as the undersigned’s attorney-in-fact and proxy to vote
the Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the
power to execute and deliver written consents), at every annual, special,
adjourned or postponed meeting of stockholders of the Company and in every
written consent in lieu of such meeting:


(i)            in favor of adoption of the Merger
Agreement, including all actions and transactions contemplated by the Merger
Agreement or this Proxy;


(ii)           against  approval of any proposal made in opposition
to, or in competition with, the Merger Agreement or consummation of the Merger
and the other transactions contemplated by the Merger Agreement or this Proxy,
and



 A-1
 






 



 


(iii)          against any action that is intended,
or could reasonably be expected, to, in any manner impede, frustrate, prevent,
nullify, interfere with, delay, postpone, discourage or otherwise adversely
affect consummation of the Merger or any of the other transactions contemplated
by the Merger Agreement in accordance with the terms of the Merger Agreement.


The
attorneys-in-fact and proxies named above may not exercise this Proxy with
respect to any matter other than the matters described in clauses (i), (ii) or
(iii) above, and Stockholder may vote the Shares on all other matters.


Any obligation of
the undersigned hereunder shall be binding upon the successors and assigns of
the undersigned.


So long as
Stockholder is an officer or director of the Company, nothing in this Proxy
shall be construed as prohibiting, preventing, precluding or otherwise
affecting any actions taken, or not taken, by Stockholder in his capacity as an
officer or director of the Company or any of its Subsidiaries or from
fulfilling the obligations of such office (including, subject to the
limitations contained in Section 6.3 of the Merger Agreement, without
limitation, the performance of obligations required by the fiduciary
obligations of Stockholder acting solely in his or her capacity as an officer
or director).


This Proxy shall
terminate, and be of no further force or effect, on the Expiration Date.


[Remainder of Page Intentionally Left Blank]









 



 


Dated: October 30, 2006


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
   

  
	
   

  	
  Shares:

  	
   

  



 


[SIGNATURE PAGE TO PROXY]