exv10w2



 








EXHIBIT 10.2




TRIZEC PROPERTIES, INC.




NON-EMPLOYEE DIRECTORS

DEFERRED COMPENSATION PLAN




ARTICLE I — PURPOSE; EFFECTIVE DATE





	1.1.	 	Purpose. The purposes of this Non-Employee Directors Deferred
Compensation Plan is to permit those members of the Board who are not
employees of the Company to defer the receipt of all or a portion of their
remuneration for their service as a member of the Board or a committee of
the Board, including any cash, Shares, or Restricted Stock Rights which
might be granted to them. It is intended that this Plan, by providing
this deferral opportunity, will assist the Company in retaining and
attracting individuals of exceptional ability by providing them with these
benefits, and will further the Board’s overall goal of aligning the
long-term interests of its Board members with that of the Company.
	 
	1.2.	 	Effective Date. The Plan shall be effective with respect to Compensation
paid on and after January 1, 2004.




ARTICLE II — DEFINITIONS




For the purpose of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:




	2.1.	 	Account(s). “Account(s)” means the account or accounts maintained on the
books of the Company used solely to calculate the amount payable to each
Participant under this Plan and shall not constitute a separate fund of
assets. The Accounts available for each Participant shall be identified
as:





	 	a)	 	Termination Account; and
	 
	 	b)	 	Share Account.





	2.2.	 	Allocation Form. “Allocation Form” means the form specified in Section
3.2(b) hereof.
	 
	2.3.	 	Beneficiary. “Beneficiary” means the person, persons or trust as
designated by the Participant, entitled under Article VI to receive any
Plan benefits payable after the Participant’s death.
	 
	2.4.	 	Board. “Board” means the Board of Directors of the Company.
	 
	2.5.	 	Change in Control. A “Change in Control” of the Company shall have the
same meaning as is set forth in Section 10.3 of the Trizec Properties,
Inc. 2002 Long Term Incentive Plan




 









 






	 	 	(Amended and Restated Effective May 29, 2003), as may hereinafter be
modified or amended from time to time (hereafter, the “2002 Long Term
Incentive Plan”).
	 
	2.6.	 	Committee. “Committee” means the Committee appointed by the Board to
administer the Plan pursuant to Article VII.
	 
	2.7.	 	Company. “Company” means TRIZEC PROPERTIES, INC., a Delaware
corporation.
	 
	2.8.	 	Compensation. “Compensation” means fees and retainers earned by, and
payable to, a Participant with respect to services performed as a member
of the Board and identified by the Committee as being eligible for
deferral under this Plan. Such Compensation shall include, without
limitation, annual retainer fees, committee chair fees, presiding
independent director retainer fees and meeting fees, all of which may be
otherwise payable in cash, Shares, or Restricted Stock Rights or other
equity Compensation as provided by the Company’s established Board
compensation practices from time to time. Notwithstanding the foregoing,
Compensation shall not include reimbursements or other expense allowances
whether or not includable in gross income, or (cash or non-cash) fringe
benefits. For purposes of this Plan only, Compensation shall be
calculated before reduction for any amounts deferred by the Participant
pursuant to this Plan or any other non-qualified plan which permits the
voluntary deferral of compensation. Inclusion of any other forms of
compensation is subject to Committee approval.
	 
	2.9.	 	Deferral Commitment. “Deferral Commitment” means a commitment made by a
Participant to defer a portion of Compensation otherwise payable in cash,
Restricted Stock Rights or Shares as set forth in Article III, in a form
and at a time as determined by the Committee. The Deferral Commitment
shall apply to each payment of Compensation otherwise payable to a
Participant. Such designation shall be made in whole percentages and
shall be made in a form acceptable to the Committee. A Deferral
Commitment shall remain in effect for the entire applicable Deferral
Period.
	 
	2.10.	 	Deferral Period. “Deferral Period” means each calendar year as
specified on the applicable Deferral Commitment.
	 
	2.11.	 	Determination Date. “Determination Date” means each calendar day.
	 
	2.12.	 	Disability. “Disability” means a physical or mental condition that
prevents the Participant from satisfactorily performing the Participant’s
usual duties for the Company. The Committee shall determine the existence
of a Disability, in its sole discretion, and may rely on advice from a
medical examiner satisfactory to the Committee in making the
determination.
	 
	2.13.	 	Distribution Election. “Distribution Election” means the form
prescribed by the Committee, and completed by the Participant, indicating
the chosen form of payment for benefits payable from each Account under
this Plan, as elected by the Participant.
	 
	2.14.	 	Dividend Equivalent. A “Dividend Equivalent” is the right to receive a
cash payment with respect to a Restricted Stock Right or other equity
award equal to the amount of the dividend




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	 	 	per Share paid on the Shares at the time such dividend is paid with
respect to the Shares.
	 
	2.15.	 	Earnings. “Earnings” means the amount credited to a Participant’s
Account(s) on each Determination Date, which shall be based on the
Valuation Funds chosen by the Participant as provided in Section 2.20
below and in a manner consistent with Section 4.3 below. Such credits to
a Participant’s Account may be either positive or negative to reflect the
increase or decrease in value of the Account in accordance with the
provisions of this Plan.
	 
	2.16.	 	Financial Hardship. “Financial Hardship” means a severe financial
hardship of the Participant resulting from a Disability of the
Participant, a sudden and unexpected illness or accident of the
Participant or of a dependent of the Participant, loss of the
Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstance arising as a result of events beyond the
control of the Participant. Financial Hardship shall be determined based
upon such standards as are, from time to time, established by the
Committee, and such determination shall be in the sole discretion of the
Committee.
	 
	2.17.	 	Non-US Participant. “Non-US Participant” means a Participant who is not
a U.S. citizen or green card holder. For purposes of determination,
individuals who have joint citizenship are deemed to be US citizens.
	 
	2.18.	 	Participant. “Participant” means any individual who is eligible,
pursuant to Section 3.1, below, to participate in this Plan, and who has
elected to participate in this Plan by deferring Compensation in
accordance with Article III below. Such individual shall remain a
Participant in this Plan for the period of deferral and until such time as
all benefits payable under this Plan have been paid in accordance with the
provisions hereof.
	 
	2.19.	 	Plan. “Plan” means this Non-Employee Directors Deferred Compensation
Plan as amended from time to time.
	 
	2.20.	 	Restricted Stock Rights. “Restricted Stock Rights” means Restricted
Stock Rights awarded to a Participant under the 2002 Long Term Incentive
Plan, and identified by the Committee as being eligible for deferral under
the provisions of this Plan, or which was awarded under any other equity
award program and identified by the Committee as being eligible for
deferral under the provisions of this Plan.
	 
	2.21.	 	Share Account. “Share Account” means a Participant’s Account pursuant
to which Restricted Stock Rights, Shares and other equity Compensation
deferred under this Plan are credited. The Share Account is distributed
in accordance with Section 5.2 below.
	 
	2.22.	 	Shares. “Shares” means shares of the Company’s common stock, par value
$.01 per share.
	 
	2.23.	 	Termination Account. “Termination Account” means a Participant’s
Account pursuant to which cash Compensation deferred under this Plan is
credited. The Termination Account is distributed in accordance with
Section 5.1 below.




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	2.25	 	Valuation Funds. “Valuation Funds” means one or more of the
independently established funds or indices that are identified and listed
by the Committee. In addition, the Committee shall designate one
Valuation Fund as the Trizec Stock Fund. These Valuation Funds are used
solely to calculate the Earnings that are credited to each Participant’s
Account(s) in accordance with Article IV, below, and does not represent,
nor should it be interpreted to convey any beneficial interest on the part
of the Participant in any asset or other property of the Company or its
subsidiaries and affiliates. The determination of the increase or
decrease in the performance of each Valuation Fund shall be made by the
Committee in its reasonable discretion. The Committee shall select the
various Valuation Funds available to the Participants with respect to this
Plan and shall set forth a list of these Valuation Funds attached hereto
as Exhibit A, which may be amended from time to time in the discretion of
the Committee.




ARTICLE III — ELIGIBILITY AND PARTICIPATION





	3.1.	 	Eligibility and Participation.





	 	a)	 	Eligibility. Eligibility to participate in this Plan shall be
limited to those members of the Board who are not employees of the
Company or its subsidiaries.
	 
	 	b)	 	Participation. An individual’s participation in this Plan
shall be effective upon notification to the individual by the
Committee of eligibility to participate, and completion and
submission of a Deferral Commitment, an Allocation Form, and a
Distribution Election Form to the Committee at least six (6) months
prior to the commencement of the applicable Deferral Period or, with
respect to Restricted Stock Rights, at least six months prior to the
date such awards would otherwise vest. Notwithstanding the
foregoing, the Committee may, in its sole discretion, reduce the six
(6) month period.
	 
	 	c)	 	First-Year Participation. Notwithstanding the forgoing, when
an individual first becomes eligible to participate in this Plan
during a Deferral Period, a Deferral Commitment may be submitted to
the Committee within thirty (30) days after the Committee notifies
the individual of eligibility to participate. Such Deferral
Commitment will be effective only with regard to Compensation earned
and payable following submission of the Deferral Commitment to the
Committee, and, subject to Section 3.2(c) below, to Shares and
Restricted Stock Rights which are unvested at the time of such
deferral.





	3.2.	 	Form of Deferral Commitment. A Participant may elect to make a Deferral
Commitment in the form permitted by the Committee. The Deferral
Commitment shall specify the following:





	 	a)	 	Deferral Amounts; Accounts. A Deferral Commitment shall be
made with respect to each form of Compensation (e.g. cash or equity)
earned by and payable to a Participant by the Company during the
Deferral Period. The Deferral Commitment shall state separately the
portion of Compensation otherwise payable in cash to be deferred,
which




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	 	 	 	shall be deferred into the Termination Account and the portion of
Compensation otherwise payable in Restricted Stock Rights, Shares or
other equity Compensation to be deferred, which shall be deferred
into the Share Account. The Participant shall set forth the amount
of each form of Compensation to be deferred in percentages determined
by the Committee from time to time in its sole discretion. Except as
set forth in Section 3.2(c) below, the Participant will make two
elections for each Deferral Period. One election with respect to all
cash Compensation and a second election with respect to all equity
Compensation (including Shares and Restricted Stock Rights);
provided, however, that notwithstanding this Section 3.2(a), the
Committee may, in its sole discretion, permit the Participant to make
additional elections with respect to various means of Compensation
(e.g., retainers, meeting fees and committee chair fees).
	 
	 	b)	 	Allocation to Valuation Funds. The Participant shall specify
in a separate form (known as the “Allocation Form”) filed with the
Committee, the Participant’s initial allocation of the amounts of
cash Compensation to be deferred into the Termination Account among
the various available Valuation Funds. Any deferral of Restricted
Stock Rights, Shares or other equity Compensation shall be allocated
only to the Trizec Stock Fund within the Share Account.
	 
	 	c)	 	Non-US Participants. Notwithstanding anything to the contrary,
Non-US Participants who are only permitted to defer Compensation to a
Share-based Account must defer all Compensation (whether cash or
equity-based) to the Share Account and will only be permitted one
election for each Deferral Period.





	3.3.	 	Period of Commitment. Once a Participant has made a Deferral Commitment
with respect to cash Compensation, the Deferral Commitment shall be
irrevocable and remain in effect with respect to cash Compensation payable
in the applicable Deferral Period. Similarly, once a Participant has made
a Deferral Commitment with respect to Shares, Restricted Stock Rights and
other equity Compensation, the Deferral Commitment shall be irrevocable
and remain in effect with respect to all such Compensation payable in the
applicable Deferral Period.
	 
	3.4.	 	Commitment Period Limited by Termination of Service. If a Participant’s
service as a member of the Board terminates for any reason including death
or Disability, prior to the end of the Deferral Period, the Deferral
Period shall end as of the date of such termination.
	 
	3.5.	 	Defaults in Event of Incomplete or Inaccurate Deferral Commitments. In
the event that a Participant submits a Deferral Commitment to the
Committee that contains information necessary to the operation of this
Plan which, in the sole discretion of the Committee, is incomplete or
inaccurate, and the Committee is unable, after reasonable efforts to
contact the Participant, to ascertain the intent of the Participant with
respect to the Deferral Commitment, the Committee shall be authorized to
assume the following, and such assumptions shall be communicated to the
Participant:





	 	a)	 	If no Valuation Fund is selected — assume the Money Market Fund
was selected;
	 
	 	b)	 	If the Valuation Fund(s) selected equal less than 100% — assume
that the Money Market




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	 	 	 	Fund was selected for the balance of the deferral amount;
	 
	 	c)	 	If the Valuation Fund(s) selected equal more than 100% — assume
proportionate reduction of the deferral amount to each Valuation Fund
selected; and
	 
	 	d)	 	If no Distribution Election is chosen — assume a lump sum was
selected.




ARTICLE IV — DEFERRED COMPENSATION ACCOUNT





	4.1.	 	Accounts. Subject to Section 4.4, the Compensation otherwise payable in
cash that is deferred by a Participant under this Plan, and Earnings
thereon shall be credited to the Participant’s Termination Account. Any
Restricted Stock Rights, Shares or other equity Compensation deferred by a
Participant under this Plan shall be credited to the Participant’s Share
Account. Separate accounts shall be maintained on the books of the
Company to reflect the different Accounts applicable to the Participant’s
deferrals. These Accounts shall be used solely to calculate the amount
payable to each Participant under this Plan and shall not constitute a
separate fund of assets.
	 
	4.2.	 	Timing of Credits; Withholding. The cash and Share Compensation elected
to be deferred shall be credited to the appropriate Account on the same
day that the amount would have otherwise been payable to the Participant.
A Participant’s deferred Restricted Stock Rights or other equity
Compensation shall be credited to the Share Account at the time such
Compensation would have otherwise vested under the terms of the award
thereof. Any dividends or Dividend Equivalents deferred pursuant to
Section 4.4(a) shall be credited to the Share Account on the same day the
dividend or Dividend Equivalent would otherwise be payable. Any
withholding of taxes or other amounts with respect to deferred
Compensation that is required by local, state or federal law shall be
withheld and shall reduce the amount credited to the Participant’s Account
in a manner specified by the Committee.
	 
	4.3.	 	Valuation Funds. A Participant shall designate, at a time and in a
manner acceptable to the Committee, one or more Valuation Funds for the
sole purpose of determining the amount of Earnings to be credited or
debited to the Termination Account. Such election shall designate the
portion of each deferral of Compensation made into the Termination Account
that shall be allocated among the available Valuation Fund(s), and such
election shall apply to each succeeding deferral of Compensation until
such time as the Participant shall file a new election with the Committee.
Upon notice to the Committee, the Participant may also reallocate the
balance in each Valuation Fund among the other available Valuation Funds
as of the next succeeding Determination Date.
	 
	4.4.	 	Trizec Stock Fund. Except as provided in subsection (b) below, the
Trizec Stock Fund shall be used exclusively with respect to the
determination of Earnings to be credited or debited to the Share Account.
No other Compensation deferred shall utilize the Trizec Stock Fund for
the purposes of determining the amount of Earnings to be credited or
debited thereon.





	 	a)	 	Dividend Equivalents. If prior to the complete payment of
amounts credited to the Trizec Stock Fund, the Company pays a
dividend on the Shares, then the amount of the




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	 	 	 	dividend or Dividend Equivalent which would otherwise be payable to a
Participant with respect to the Restricted Stock Rights, Shares or
other equity Compensation deferred under this Plan, shall be
automatically deferred and credited to the Trizec Stock Fund.
	 
	 	b)	 	Non-US Participants. Notwithstanding anything to the contrary,
any Non-US Participant who, in the sole discretion of the Committee,
is prohibited from acquiring and holding Shares may elect to have all
or any portion of their cash Compensation deferred pursuant to this
Plan credited to the Trizec Stock Fund as if such cash Compensation
were paid in Shares. Moreover, to the extent that, under applicable
laws, any Non-US Participant is only permitted to allocate deferred
Compensation to a Share-based Valuation Fund, such Participant may
elect to credit his or her deferred cash Compensation to the Trizec
Stock Fund as if such cash Compensation were paid in Shares. Any
amounts of cash Compensation credited to the Trizec Stock Fund
pursuant to this Section 4.4(b) shall not be permitted to be
reallocated to another Valuation Fund as may otherwise be permitted
in Section 4.3 above.
	 
	 	c)	 	No Stockholders Rights. The crediting of Restricted Stock
Rights, Shares or other equity Compensation to the Share Account
shall not confer on the Participant any rights as a stockholder of
the Company.
	 
	 	d)	 	Adjustment of and Changes in Shares. In the event of any
merger, consolidation, recapitalization, reclassification, stock
dividend, special cash dividend or other change in corporate
structure affecting the Shares, the Committee shall make such
adjustments, if any, as it deems appropriate in the number of Shares,
Restricted Stock Rights and other equity awards credited to a
Participant’s Share Account. The foregoing adjustments shall be
decided by the Committee in its sole discretion.





	4.5.	 	Determination of Accounts. Each Participant’s Account as of each
Determination Date shall consist of the balance of the Account as of the
immediately preceding Determination Date, adjusted as follows:





	 	a)	 	New Deferrals. Each Account shall be increased by any deferred
Compensation credited since the prior Determination Date in the
proportion chosen by the Participant, except that no amount of new
deferrals shall be credited to an Account at the same time that a
distribution is to be made from that Account.
	 
	 	b)	 	Distributions. Each Account shall be reduced by the amount of
each benefit payment made from that Account since the prior
Determination Date. Distributions shall be deemed to have been made
proportionally from each of the Valuation Funds maintained within
such Account based on the proportion that such Valuation Fund bears
to the sum of all Valuation Funds maintained within such Account for
that Participant as of the Determination Date immediately preceding
the date of payment.
	 
	 	c)	 	Earnings. Each Account shall be increased or decreased by the
Earnings credited to such Account since the prior Determination Date
as though the balance of that Account as of the beginning of the
current month had been invested in the applicable Valuation Funds
chosen by the Participant.




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	4.6.	 	Vesting of Accounts. Each Participant shall be 100% vested in the
amounts credited to such Participant’s Account and all Earnings with
respect to such amounts at all times.
	 
	4.7.	 	Statement of Accounts. The Committee shall give to each Participant a
statement showing the balances in the Participant’s Account on a quarterly
basis.




ARTICLE V — PLAN BENEFITS





	5.1.	 	Termination Account. The Participant’s Termination Account shall be
distributed to the Participant as soon as administratively possible
following the Participant’s termination of service as a member of the
Board other than upon Death in accordance with Section 5.3. The form of
benefit payment shall be that form selected by the Participant pursuant to
Section 5.5, below. Payment of any benefit from the Termination Account
shall commence as soon as practical, but in no event later than sixty days
after the date of the Participant’s termination of service as a member of
the Board. 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.
	 
	5.2.	 	Share Account. The Share Account shall be distributed to the Participant
as soon as administratively possible following the Participant’s
termination of service as a member of the Board. With respect to U.S.
Participants, the payment of the Share Account will be satisfied by the
distribution of Shares; provided, however, that any fractional Shares
shall be paid in cash. With respect to Non-U.S. Participants, unless
otherwise determined by the Committee in its sole discretion, the payment
from the Share Account will be satisfied by the payment of a cash amount
equal to the Fair Market Value (as defined in the 2002 Long Term Incentive
Plan) of a Share as of the most recently practicable date prior to the
date of distribution multiplied by the number of Shares credited to the
Share Account to be distributed. The form of benefit payment shall be
that form selected by the Participant pursuant to Sections 5.5 and 5.6
below. Distribution of Shares or payment of the cash benefit shall
commence as soon as practical, but in no event later than sixty days after
the date of the Participant’s termination of as a member of the Board. 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.
	 
	5.3.	 	Death Benefit. Upon a Participant’s death prior to the commencement of
benefits under this Plan from any Account, the Company shall pay to the
Participant’s Beneficiary an amount equal to the Account balance in that
Account in the form of a lump sum payment, except that the Committee may,
in its sole discretion, approve a request for payment in a different form.
In the event of the Participant’s death after the commencement of
benefits under this Plan from any Account, the benefits from such
Account(s) shall be paid to the Participant’s designated Beneficiary from
that Account at the same time and in the same manner as if the Participant
had survived, except that the Committee may, in its sole discretion,
approve a request for payment in a different form.
	 
	5.4.	 	Hardship Distributions. Upon a finding that a Participant has suffered a
Financial Hardship




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	 	 	or Disability, the Committee may, in its sole discretion, amend any
existing Deferral Commitment, or make distributions from any or all of the
Participant’s Accounts. The amount of such distribution shall be limited
to the amount reasonably necessary to meet the Participant’s needs
resulting from the Financial Hardship or Disability, and will not exceed
the Participant’s Account balances. If payment is made due to Financial
Hardship, the Participant’s deferrals under this Plan shall cease for the
period of the Financial Hardship or Disability and for twelve (12) months
thereafter. Any resumption of the Participant’s deferrals under this Plan
after such twelve (12) month period shall be made only at the election of
the Participant in accordance with Article III herein.
	 
	5.5.	 	Form of Payment. Unless otherwise specified in this Article V, the
benefits payable from any Account under this Plan shall be paid in the
form of benefit as provided below, and specified by the Participant in the
Distribution Election. The most recently submitted Distribution Election
shall be effective for the entire vested Account balance unless amended in
writing by the Participant and delivered to the Committee. If, at the
time payment of benefits under this Plan become due and payable, the
Participant’s most recent election as to the form of payment was made
within one (1) year of such payment, then the most recent election made by
the Participant more that one year prior to the time of payment shall be
used to determine the form of payment. The permitted forms of benefit
payments are:





	 	a)	 	A lump sum amount which is equal to the Account balance; and
	 
	 	b)	 	Annual installments for a period of up to ten (10) years with
respect to the Termination Account and five (5) years with respect to
the Share Account where the annual payment shall be equal to the
balance of the Account immediately prior to the payment, multiplied
by a fraction, the numerator of which is one (1) and the denominator
of which commences at the number of annual payments initially chosen
and is reduced by one (1) in each succeeding year. Earnings on the
unpaid balance, to the extent applicable, shall be based on the most
recent allocation among the available Valuation Funds chosen by the
Participant, made in accordance with Section 4.3 above.





	5.6.	 	Canadian Taxpayers. Notwithstanding anything set forth in this Plan, the
benefits payable from any Account under this Plan for a Non-US Participant
who is a Canadian taxpayer shall be made in a lump-sum amount equal to the
Account balance. Distribution of the benefits under this Plan with
respect to a Non-US Participant who is a Canadian taxpayer shall be made
in accordance with the Participant’s Distribution Election but in any
event, no later than the last day of the first calendar year following the
Participant’s termination of service as a member of the Board for any
reason.
	 
	5.7.	 	Early Payment. Notwithstanding anything to the contrary in this Plan or
a Participant’s Deferral Commitment, the Committee shall at all times have
the right to accelerate distribution of any Participant’s Account(s),
including, without limitation, following a Change in Control. In the
event that the Committee makes such election, the balance of the
Participant’s Account(s) shall be paid on such date or dates as shall be
specified by the Committee.
	 
	5.8.	 	Small Account. If the total of a Participant’s unpaid Termination
Account balance as of the




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	 	 	time the payments are to commence is less than $25,000, the remaining
unpaid Termination Account shall be paid in a lump sum, notwithstanding
any election by the Participant to the contrary. If the aggregate number
of Restricted Stock Rights, Shares and other equity Compensation in the
Share Account is less than 100 Shares, the Share Account will be
distributed in one lump sum, notwithstanding any election by the
Participant to the contrary.
	 
	5.9.	 	Withholding; Payroll Taxes. The Company shall withhold from any payment
made pursuant to this Plan any taxes required to be withheld from such
payments under local, state or federal law. A Beneficiary may elect not
to have withholding of federal income tax pursuant to Section 3405(a)(2)
of the Code, or any successor provision thereto.
	 
	5.10.	 	Right of Offset. Notwithstanding any provisions of the Plan to the
contrary, the Company may offset any amounts to be paid to a Participant
Beneficiary under the Plan against any amounts which the Participant may
owe to the Company.
	 
	5.11.	 	Payment to Guardian. If a Plan benefit is payable to a minor or a
person declared incompetent or to a person incapable of handling the
disposition of the property, the Committee may direct payment to the
guardian, legal representative or person having the care and custody of
such minor, incompetent or person. The Committee may require proof of
incompetency, minority, incapacity or guardianship as it may deem
appropriate prior to distribution. Such distribution shall completely
discharge the Committee and the Company from all liability with respect to
such benefit.
	 
	5.12.	 	Effect of Payment. The full payment of the applicable benefit under
this Article V shall completely discharge all obligations on the part of
the Company to the Participant (and the Participant’s Beneficiary) with
respect to the operation of this Plan, and the Participant’s (and
Participant’s Beneficiary’s) rights under this Plan shall terminate upon
receipt of the full payment of the applicable benefit.




ARTICLE VI — BENEFICIARY DESIGNATION





	6.1.	 	Beneficiary Designation. Each Participant shall have the right, at any
time, to designate one (1) or more persons or entity as the Beneficiary
(both primary as well as secondary) to whom benefits under this Plan shall
be paid in the event of the Participant’s death prior to the complete
distribution of the balance of the Participant’s Account(s). Each
Beneficiary designation shall be in a written form prescribed by the
Committee and shall be effective only when filed with the Committee during
the Participant’s lifetime.
	 
	6.2.	 	Changing Beneficiary. Any Beneficiary designation may be changed by a
Participant without the consent of the previously named Beneficiary by the
filing of a new Beneficiary designation with the Committee in the manner
set forth in Section 6.1.
	 
	6.3.	 	No Beneficiary Designation. If (i) any Participant fails to designate a
Beneficiary in the manner set forth in Section 6.1, (ii) if the Committee
determines, in its sole discretion that the Beneficiary designation is
void, or (iii) if the Beneficiary designated by a deceased Participant




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	 	 	dies before the Participant’s death or before complete distribution of the
Participant’s benefits, the Participant’s Beneficiary shall be the person
in the first of the following classes in which there is a survivor:





	 	a)	 	The Participant’s surviving spouse;
	 
	 	b)	 	The Participant’s children in equal shares, except that if any
of the children predeceases the Participant but leaves surviving
issue, then such issue shall take by right of representation the
share the deceased child would have taken if living;
	 
	 	c)	 	The Participant’s estate.





	6.4.	 	Effect of Payment. Payment to the Beneficiary shall completely discharge
the Company’s obligations under this Plan.




ARTICLE VII — ADMINISTRATION





	7.1.	 	Committee; Duties. This Plan shall be administered by the Committee,
which, subject to Section 7.6 below, shall consist of not less than three
(3) persons appointed by the Board from time to time. The Committee shall
have the authority to (i) make, amend, interpret and enforce all
appropriate rules and regulations for the administration of this Plan,
(ii) make all factual and other determinations, to formulate such
procedures and to take any other action as may be necessary or advisable
for the administration of this Plan, (iii) construe and interpret this
Plan and to answer any and all questions arising in connection with this
Plan. A majority vote of the Committee members shall control any
decision. Members of the Committee may be Participants under this Plan.
	 
	7.2.	 	Agents; Delegation of Authority. The Committee may, from time to time,
employ agents and delegate to them such administrative duties as it sees
fit, and may from time to time consult with legal counsel who may be
counsel to the Company, independent auditors and consultants as it deems
desirable for the administration of this Plan. The Committee may rely on
any opinion or computation received from such advisors. Subject to
applicable laws, rules and regulations and except as otherwise determined
by the Board, the Committee may, from time to time, delegate some or all
of its authority under this Plan to persons or groups it deems
appropriate.
	 
	7.3.	 	Binding Effect of Decisions. Any determination action of the Committee
in administering and interpreting this Plan and otherwise carrying out its
duties hereunder shall be final, conclusive and binding for all purposes
and upon all persons having any interest in this Plan.
	 
	7.4.	 	Indemnity of Committee. The Company shall indemnify and hold harmless
the members of the Committee against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with
respect to this Plan on account of such member’s service on the Committee,
except where such liability results from such person’s fraud, gross
negligence, willful misconduct or failure to act in good faith.
	 
	7.5.	 	Election of Committee After Change in Control. After a Change in
Control, vacancies on




12









 






	 	 	the Committee shall be filled by majority vote of the remaining Committee
members. Committee members may only be removed by a vote of a majority of
the Committee. If no Committee members remain, a new Committee shall be
elected by majority vote of the Participants in this Plan immediately
preceding such Change in Control. No amendment shall be made to Article
VII or other Plan provisions regarding Committee authority with respect to
this Plan without prior approval by the Committee.




ARTICLE VIII — AMENDMENT AND TERMINATION OF PLAN





	8.1.	 	Amendment. The Board may at any time and from time to time amend this
Plan by written instrument, notice of which is given to all Participants
and to any Beneficiary receiving installment payments, subject to the
following:





	 	a)	 	Preservation of Account Balance. No amendment shall reduce the
amount accrued in any Account as of the date such notice of the
amendment is given.
	 
	 	b)	 	Changes in Earnings Rate. No amendment shall reduce, either
prospectively or retroactively, the rate of Earnings to be credited
to the amount already accrued in any of the Participant’s Account(s)
and any amounts credited to the Account(s) under Deferral Commitments
already in effect on that date, except as provided in Section 2.20,
above as a result of a selection or deletion of available Valuation
Funds.





	8.2.	 	The Company’s Right to Terminate. The Board may at any time partially or
completely terminate this Plan if, in its judgement, the tax, accounting
or other effects of the continuance of this Plan, or potential payments
thereunder would not be in the best interests of the Company.





	 	a)	 	Partial Termination. The Board may partially terminate this
Plan by instructing the Committee not to accept any additional
Deferral Commitments. If such a partial termination occurs, this
Plan shall continue to operate and be effective with regard to
Deferral Commitments entered into prior to the effective date of such
partial termination.
	 
	 	b)	 	Complete Termination. The Board may completely terminate this
Plan by instructing the Committee not to accept any additional
Deferral Commitments, and by terminating all ongoing Deferral
Commitments. In the event of complete termination, this Plan shall
cease to operate and the Company shall distribute each Account,
including the Share Account, to the appropriate Participant or
Beneficiary. Payment shall be made as a lump sum as soon as
practical.




ARTICLE IX — MISCELLANEOUS





	9.1.	 	Unfunded Plan. This Plan is an unfunded plan maintained primarily to
provide deferred compensation benefits for members of the Board who are
not employees of the Company or its subsidiaries.




13









 






	9.2.	 	The Company’s Obligation. The obligation to make benefit payments to any
Participant under this Plan shall be an obligation solely of the Company
with respect to the deferred Compensation receivable from, and
contributions by, the Company and shall not be an obligation of another
company or entity.
	 
	9.3.	 	Unsecured General Creditor. Notwithstanding any other provision of this
Plan, Participants and Beneficiaries shall be unsecured general creditors,
with no secured or preferential rights to any assets of Company or its
subsidiaries and affiliates or any other party for payment of benefits
under this Plan. Any property held by the Company or its subsidiaries and
affiliates for the purpose of generating the cash flow for benefit
payments shall remain its general, unpledged and unrestricted assets. The
Company’s obligation under this Plan shall be an unfunded and unsecured
promise to pay money in the future.
	 
	9.4.	 	Trust Fund. The Company shall be responsible for the payment of all
benefits provided under this Plan. At its discretion, the Company may
establish one (1) or more trusts, with such trustees as the Board may
approve, for the purpose of assisting in the payment of such benefits.
Although such a trust shall be irrevocable, its assets shall be held for
payment of all the Company’s general creditors in the event of the
Company’s insolvency. To the extent any benefits provided under this Plan
are paid from any such trust, the Company shall have no further obligation
to pay such benefits. If the benefits are not paid from the trust, such
benefits shall remain the obligation of the Company.
	 
	9.5.	 	Nonassignability. The Company shall pay all amounts payable under this
Plan only to the Participant or Beneficiary designated under this Plan to
receive such amounts. Neither a Participant nor a Beneficiary shall have
any right to anticipate, alienate, sell, transfer, assign, pledge,
encumber or change any benefits to which he may become entitled under the
Plan, and any attempt to do so shall be void. A Participant’s Account
balances shall not be subject to attachment, execution by levy,
garnishment, or other legal or equitable process for a Participant’s or
Beneficiary’s debts or other obligations.
	 
	9.6.	 	Court Order. The Company is authorized to make any payments directed by
court order in any action in which this Plan, the Company, or the
Committee has been named as a party. In addition, if a court determines
that a spouse or former spouse of a Participant has an interest in the
Participant’s Account(s) under this Plan in connection with a property
settlement or otherwise, the Company, in its sole discretion, shall have
the right, notwithstanding any election made by the Participant, to
immediately distribute the spouse’s or former spouse’s interest in the
Participant’s Account(s) under this Plan to the spouse or former spouse.
	 
	9.7.	 	Not a Contract of Employment or other Services. This Plan shall not
constitute a contract of employment or other services between the Company
and the Participant. Nothing in this Plan shall give a Participant the
right to be retained as a member of the Board, to be reelected as a
director or to interfere with the right of the Company to terminate a
Participant’s service as a member of the Board at any time. Nothing in
this Plan shall obligate the Company to nominate or reelect a Participant
as a member of the Board.




14









 






	9.8.	 	Protective Provisions. Each Participant will cooperate with the Company
by furnishing any and all information requested by the Company, in order
to facilitate the payment of benefits hereunder, and by taking such action
as the Company may deem necessary.
	 
	9.9.	 	Amendment to Deferrals. The Company may amend, modify or terminate a
deferral pursuant to this Plan if it considers it necessary or advisable
under applicable laws, rules or regulations. In addition, if all or any
portion of a Participant’s Account(s) under this Plan become subject to
federal income taxation prior to the actual receipt of such amounts,
whether as a result of an audit by the appropriate taxing authority, a
court of competent jurisdiction or by the passage of legislation or
regulation, the Committee may, in its sole discretion, distribute to such
Participant from the Participant’s Account, an amount deemed necessary by
the Committee to meet the resulting tax liability to the Participant.
	 
	9.10.	 	Governing Law. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of Illinois, except as
preempted by federal law.
	 
	9.11.	 	Validity. If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts of this Plan and this Plan shall be construed and enforced
as if such illegal and invalid provision had never been inserted herein.
	 
	9.12.	 	Construction. The headings in this Plan have been inserted for
convenience of reference only and are to be ignored in any construction of
this Plan’s provisions. If a provision of this Plan is not valid or
enforceable, that fact shall in no way affect the validity or
enforceability of any other Provision. Use of one gender includes the
other, and the singular and plural include each other.
	 
	9.13.	 	Notice. Any notice required or permitted under the Plan shall be
sufficient if made in writing and hand delivered or sent by registered or
certified mail. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the
postmark or on the receipt for registration or certification. Mailed
notice to the Committee shall be directed to the Company’s address.
Mailed notice to a Participant or Beneficiary shall be directed to the
individual’s last known address in the Company’s records.




[Remainder of Page Intentionally Blank]




15









 









	9.14.	 	Successors. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns. The term
successors as used herein shall include any corporate or other business
entity which shall, whether by merger, consolidation, purchase or
otherwise acquire all or substantially all of the business and assets of
the Company, and successors of any such corporation or other business
entity.




TRIZEC PROPERTIES, INC.



BY: /s/ Timothy
H. Callahan      



DATED: May 4, 2004




16









 








Exhibit A




Valuation Funds




	 	 	 	 	 
	Valuation Fund	 	Ticker Symbol	 	Investment Objective
	Vanguard Money Market Fund
	 	VUSXX
	 	Money Market
	 	 	 	 	 
	PIMCO Total Return Fund
	 	PTRAX
	 	Intermediate-Term Bond
	 	 	 	 	 
	MainStay Asset Manager Fund
	 	MATAX
	 	Asset Allocation
	 	 	 	 	 
	MainStay S&P 500 Index Fund
	 	MSPIX
	 	Index Equity
	 	 	 	 	 
	Oakmark Fund (l)
	 	OAKMX
	 	Large Value
	 	 	 	 	 
	Janus Twenty Fund
	 	JAVLX
	 	Aggressive Growth
	 	 	 	 	 
	American Funds Growth Fund
	 	RGAEX
	 	Aggressive Growth
	 	 	 	 	 
	MainStay All Cap Growth Fund
	 	MAAAX
	 	Large-Cap Growth
	 	 	 	 	 
	MainStay Map Fund (l)
	 	MUBFX
	 	Mid-Cap Blend
	 	 	 	 	 
	INVESCO Dynamics Fund (Inv)
	 	FIDYX
	 	Mid-Cap Growth
	 	 	 	 	 
	Baron Asset Fund
	 	BARAX
	 	Mid-Cap Growth
	 	 	 	 	 
	Janus Overseas Fund
	 	JAOSX
	 	International Large Growth
	 	 	 	 	 
	Fidelity Advisor Diversified
	 	FADIX
	 	International Large Blend
	International Fund