Exhibit 10.1


TRAMMELL CROW COMPANY

LONG-TERM INCENTIVE PLAN


PERFORMANCE UNIT AWARD AGREEMENT


Dear                            :


1.             Performance Unit
Award.  Trammell Crow
Company, a Delaware corporation (the “Company”), hereby awards to you             
Performance Units (this “Award”) pursuant to Section 8 of the Trammell Crow
Company Long-Term Incentive Plan (the “Plan”), a copy of which is attached
hereto as Exhibit A and made a part hereof for all purposes.  The Date of Grant for this Award is            ,
2006.  This Award is subject to your
acceptance of and agreement to all the terms, conditions, and restrictions in
the Plan that are applicable to Awards under Section 8 and to your acceptance
of and agreement to the further terms, conditions and restrictions described in
this Performance Unit Award Agreement (the “Agreement”).  If any provision of this Agreement conflicts
with the expressly applicable terms of the Plan, it is hereby acknowledged and
agreed that those terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purposes and intent of the Plan. 
Capitalized terms used in this Agreement that are not otherwise defined
herein shall have the meaning given them in the Plan in effect as of the date
of this Agreement.


2.             Performance Period.  The Performance Period for this Award shall
be                 .


3.             Performance Unit
Value.  If the Company
fails to achieve the Performance Target described in Section 4, the value of a
Performance Unit for this Award shall be $0. 
If the Company achieves the Performance Target described in Section 4,
the value of a Performance Unit for this Award shall be a value not less than
$0 and not more than                           ,
as determined in the sole discretion of the Committee following the Performance
Period.


4.             Performance Target.  The Performance Target for this Award shall
be                          .


5.             Eligibility.  To be eligible to receive a payment under
Section 6 below, you must remain an Employee until such time as the Company
pays the other members of its Executive Officer Committee their annual cash
incentive bonuses with respect to the calendar year which includes the
Performance Period.  If you cease to be
an Employee prior to such date, you will not be eligible to receive a payment
hereunder.  Additionally, if your
employment is terminated for Cause prior to your receipt of any amount that
would otherwise be payable hereunder, you will not be eligible to receive such
amount.


6.             Payment.  Subject to Section 5 of this Agreement, if
the Company achieves the Performance Target during the Performance Period, the
Company may pay to you, in cash, an amount up to the number of Performance
Units awarded to you, as set forth in Section 1 above, multiplied by the value
of a Performance Unit, as set forth in Section 3 above.  Notwithstanding



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the preceding sentence
and the achievement of the Performance Target, the Committee may, in its sole
and absolute discretion, reduce, but not increase, the cash payment to you in
full settlement of this Award to an amount no less than $0.00.


7.             Agreement
Respecting Taxes.  You
agree that you will pay to the Company, or make arrangements satisfactory to
the Company regarding payment of any federal, state or local taxes of any kind
required by law to be withheld by the Company with respect to this Award; and
the Company shall, to the extent permitted by law, have the right to deduct
from any payment of any kind otherwise due to you, including, but not limited
to, payments pursuant to Section 6 hereof, any federal, state, or local taxes
of any kind required by law to be withheld with respect to this Award.


8.             Right of Company to
Terminate Employment. 
Nothing contained in this Agreement shall (a) constitute a term of
employment with the Company or any Subsidiary, (b) confer upon you the
right to continue in the employ of the Company or any Subsidiary, or
(c) interfere in any way with the rights of the Company or any Subsidiary
to terminate your employment at any time.


9.             Acknowledgment.  By executing this Agreement in the
appropriate space below, you [(a)]
acknowledge that you have been provided with a copy of the Plan, and that your
rights under and with respect to this Award are and will be subject to all the
terms and provisions of the Plan and this Agreement[, and (b)
acknowledge that this Agreement is not intended to and does not modify the
terms of your employment agreement with Company, and (c) acknowledge that the
payment, if any, made to you under Section 6 of 
this Agreement will constitute the Annual Bonus for 2006 discussed in
your employment agreement with the Company.]


[THE REMAINDER OF THIS
PAGE IS INTENTIONALLY BLANK]



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IN
WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer as of the date first written above.


	
   

  	
  TRAMMELL CROW COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
				



AGREED
AND ACCEPTED


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  



 



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Exhibit A


Trammell
Crow Company Long-Term Incentive Plan



 A-1