exv10w1



 





EXHIBIT 10.1




AMENDMENT TO

TRIZEC PROPERTIES, INC.

DEFERRED COMPENSATION PLAN

Effective: May 4, 2004




May 4, 2004




     WHEREAS, the Board of Directors of Trizec Properties, Inc. (the
“Corporation”) previously adopted the Trizec Properties, Inc. Deferred
Compensation Plan, a non-qualified deferred compensation plan, which permits
the voluntary deferral of all or a portion of cash or stock equivalent
compensation payable to a select group of highly compensated and management
employees (the “Employee Deferral Plan”);



     WHEREAS, the Employee Deferral Plan provides that any deferral elections
made by participants with respect to Restricted Stock Units must be made into
the Restricted Stock Unit Account under the Plan, and that such Account will be
distributed to a participant upon his or her termination of service with the
Corporation, or upon an earlier date selected by the participant; and



     WHEREAS, due to administrative difficulties associated with participants
being able to select an earlier distribution date, the Board of Directors deems
it to be in the best interests of the Corporation to amend the Employee
Deferral Plan to require that any deferral of Restricted Stock Units into the
Restricted Stock Unit Account be payable from such Account only upon the
participant’s eventual termination of service with the Corporation and not upon
an earlier date selected by a participant; and



     WHEREAS, the Board of Directors does not deem it advisable to override any
participant elections made prior to the effective date of this amendment.



     NOW, THEREFORE, BE IT RESOLVED, that the Employee Deferral Plan is hereby
amended, as provided by Section 9.1 of the Plan, as follows:




Section 2.1(b) shall be deleted and replaced in its entirety by the following:




“Restricted Stock Rights Account; each Participant shall have one (1)
Restricted Stock Rights Account, except as may be necessary to
accommodate the provisions of Section 5.2(a) and (b)”;




Section 3.2(e) shall be amended by adding the following to the end of the
first sentence:




“or Accounts as may be provided in Section 5.2 below.”;




Section 5.2 shall be deleted and replaced in its entirety by the following:




	 	5.2.	 	Restricted Stock Rights Account.
	 
	 	a)	 	Deferral Elections Prior to May 4, 2004. The Restricted
Stock Rights 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 Rights under this Plan, but
in no event shall the date selected be earlier than three years
following the date which the Restricted Stock Rights 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.
	 
	 	b)	 	Deferral Elections On or After May 4, 2004. Notwithstanding
anything else to the contrary, amounts deferred into the Restricted
Stock Rights Account pursuant to a Deferral Commitment filed with the
Committee on or after May 4, 2004, shall be distributed only upon the
termination of service with the Company.
	 
	 	c)	 	Payment of Account. The payment of this Account(s) 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 Rights Account(s). 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.
	 
	 	 	 	The references throughout the Employee Deferral Plan to “Restricted
Stock Units” and “Restricted Stock Unit Account” shall be changed to
“Restricted Stock Rights” and “Restricted Stock Rights Account” to more
accurately reflect the nature of the rights being deferred.




     BE IT FURTHER RESOLVED, that the Committee designated to oversee the
operation of the Plan has been charged with the responsibility of implementing
this amendment, including preparation and dissemination of participant
communication materials regarding this amendment, and any other steps deemed
necessary to effect these Resolutions.