0001179022-02-000012 Sample Contracts

Mr. Timothy H. Callahan Dear Tim:
Trizec Properties Inc • November 14th, 2002 • New York

It has been a pleasure becoming acquainted with you, and I am very happy to offer you the position of President and Chief Executive Officer of Trizec Properties, Inc. (the "Company"), subject to the terms described below, and effective as of the approval of this letter agreement (this "Agreement") by the board of directors of the Company (the "Board").

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RESIGNATION AGREEMENT
Resignation Agreement • November 14th, 2002 • Trizec Properties Inc • New York

THIS RESIGNATION AGREEMENT, dated as of August 15, 2002 (the "Agreement"), by and among Trizec Properties, Inc., a Delaware corporation (the "Company"), PM Capital Corp. ("PMC") and Christopher Mackenzie (the "Executive").

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