Trizec Properties Inc Watch

from 10-Q 6 pages The Bank of Nova Scotia Wholesale Banking Operations Derivative Products 44 King Street West Central Mail Room Toronto, Ontario, M5h 1h1 May 04, 2006 To: Trizec Holdings Operating LLC Treasury Department 10 South Riverside Plaza Suite 1100 Chicago Illinois 60606 U.S.A. Attention: Patrick Aldrich Facsimile No.: 818667286454 Dear Sirs: Re: Interest Rate Swap Transaction Reference Id: [Intentionally Omitted] the Purpose of This Letter Agreement (This “Confirmation”) Is to Confirm the Terms and Conditions of the Transaction Entered Into Between US on the Trade Date Specified Below

from 8-K 3 pages Amendment to the Trizec Properties, Inc. 2004 Long-Term Outperformance Compensation Program

from DEFA14A 3 pages Amendment to the Trizec Properties, Inc. 2004 Long-Term Outperformance Compensation Program

from 8-K 7 pages June [__], 2006

from DEFA14A 7 pages June [__], 2006

from DEFA14A 21 pages Trizec Properties, Inc. Change in Control Severance Pay Plan

from 8-K 21 pages Trizec Properties, Inc. Change in Control Severance Pay Plan

from 10-K 15 pages Trizec Properties, Inc. 2002 Long Term Incentive Plan

from 8-K 2 pages Named Executive Officer Compensation Schedule

from 8-K 2 pages Trizec Properties, Inc. 2006 Non-Employee Director Fees and Other Compensation

from 8-K 20 pages Employment Agreement

from 10-Q 2 pages 1. the “Term” Provisions of the Agreement Are Hereby Amended to Provide That the Term Commencing on August 15, 2005 and Expiring on August 14, 2006 Shall Be Extended Automatically Without Further Action by the Company or You for an Additional One Year Period, Unless Written Notification of Non-Renewal Is Given by Either Party to the Other by November 8, 2005. This Amendment Shall Affect Only the Non-Renewal Notification Period for the One-Year Renewal Term Commencing August 14, 2006, and Shall Not Affect the Respective Non-Renewal Notification Periods for Future Renewal Terms. 2. It Is the Intention of You and the Company to Negotiate New Terms of Employment and a New Employment Agreement During the Period Between the Date of This Letter and November 8, 2005. the Company Agrees to Pay the Reasonable Attorneys’ Fees and Expenses Incurred by You to the Extent Your Attorney Is Involved in Negotiating the Terms of Employment and Reviewing, Revising and Negotiating Said New Employment Agreement. 3. Except as Amended by This Letter, the Terms and Provisions of the Agreement Shall Remain in Full Force and Effect. if This Letter Accurately Reflects Our Understanding, Please So Indicate by Signing and Dating the Enclosed Duplicate Copy of This Letter, and Returning It to the Company’s Corporate Secretary. Sincerely, /S/ James J. O’connor James J. O’connor Chairman, Compensation Committee Trizec Properties, Inc. Agreed to and Accepted as of October 11, 2005: /S/ Timothy H. Callahan Timothy H. Callahan

from 10-Q 2 pages 1. the “Term” Provisions of the Agreement Are Hereby Amended to Provide That the Term Commencing on August 15, 2005 and Expiring on August 14, 2006 Shall Be Extended Automatically Without Further Action by the Company or You for an Additional One Year Period, Unless Written Notification of Non-Renewal Is Given by Either Party to the Other by October 14, 2005. This Amendment Shall Affect Only the Non-Renewal Notification Period for the One-Year Renewal Term Commencing August 14, 2006, and Shall Not Affect the Respective Non-Renewal Notification Periods for Future Renewal Terms. 2. It Is the Intention of You and the Company to Negotiate New Terms of Employment and a New Employment Agreement During the Period Between the Date of This Letter and October 14, 2005. the Company Agrees to Pay the Reasonable Attorneys’ Fees and Expenses Incurred by You to the Extent Your Attorney Is Involved in Negotiating the Terms of Employment and Reviewing, Revising and Negotiating Said New Employment Agreement. 3. Except as Amended by This Letter Agreement, the Terms and Provisions of the Agreement Shall Remain in Full Force and Effect. if This Letter Accurately Reflects Our Understanding, Please So Indicate by Signing and Dating the Enclosed Duplicate Copy of This Letter, and Returning It to the Company’s Corporate Secretary. Sincerely, /S/ James J. O’connor James J. O’connor Chairman, Compensation Committee Trizec Properties, Inc. Agreed to and Accepted as of August 3, 2005: /S/ Timothy H. Callahan Timothy H. Callahan

from 10-Q 25 pages Registration Rights Agreement

from 8-K 14 pages Separation Agreement

from 10-K 3 pages Trizec Properties, Inc. 2004 Compensation for Named Executive Officers

from 10-K 2 pages Trizec Properties, Inc. 2004 Non-Employee Director Fees and Other Compensation

from 10-K 2 pages First Amendment to the Trizec Properties, Inc. Non-Employee Directors Deferred Compensation Plan

from 10-K 2 pages Second Amendment to the Trizec Properties, Inc. Deferred Compensation Plan

from 10-K 3 pages First Amendment to the Trizec Properties, Inc. 2002 Long Term Incentive Plan