ARRANGEMENT AGREEMENT



     THIS AGREEMENT made as of March 8, 2002.



B E T W E E N:



     TRIZEC HAHN CORPORATION, a corporation governed by the Business

     Corporations Act (Ontario)



     (hereinafter, "TrizecHahn"),



     and



     TRIZEC CANADA INC., a corporation governed by the Canada Business

     Corporations Act



     (hereinafter, "Trizec Canada"),



     and



     4007069 CANADA INC., a corporation governed by the Canada Business

     Corporations Act



     (hereinafter, "Trizec Subco"),



     and



     TRIZEC PROPERTIES, INC., a corporation governed by the Delaware General

     Corporation Law



     (hereinafter, "Trizec Properties").



     WHEREAS TrizecHahn intends to propose to its shareholders a statutory plan

of arrangement under section 182 of the OBCA on the terms of the Plan of

Arrangement annexed as Appendix I hereto;



     AND WHEREAS Trizec Properties is an indirect subsidiary of TrizecHahn and

has agreed to participate in the Arrangement on the terms and conditions set

forth herein;



     AND WHEREAS each of Trizec Canada and Trizec Subco will participate in the

Arrangement on the terms and conditions set forth herein;



     NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the

premises and the covenants and agreements herein contained and other good and

valuable consideration the receipt and sufficiency of which are hereby

acknowledged by each of the Parties to the others, the Parties covenant and

agree as follows:



                                   ARTICLE 1



                                 INTERPRETATION



1.1  DEFINITIONS



     In this Agreement, unless something in the subject matter or context is

inconsistent therewith:



     "1987 SOP" means the TrizecHahn Amended and Restated 1987 Stock Option

     Plan;



     "AGREEMENT" means this arrangement agreement including the Appendices

     hereto and all amendments made hereto;



     "ARRANGEMENT" means the proposed arrangement under the provisions of

     section 182 of the OBCA, on and subject to the terms and conditions set

     forth in the Plan of Arrangement and any amendments thereto made in

     accordance with Section 6.1 hereof;



     "BUSINESS DAY" means a day, other than a Saturday or Sunday, on which the

     TSE is open for trading;



     "CANADIAN RESIDENT" means a partnership or a person who is a resident of

     Canada for the purposes of the Tax Act and who has so certified in the

     Share Election Form, but does not include (i) a partnership that is not a

     "Canadian partnership" as defined in the Tax Act or (ii) a trust unless the

     trust is a resident of Canada for

                                        1

{PAGE}



     purposes of the Tax Act and the interests in such trust of beneficiaries

     who are Canadian Residents have an aggregate value equal to or greater than

     95% of the value of the interests of all beneficiaries in the trust;



     "CIRCULAR" means the Management Information Circular of TrizecHahn relating

     to the Arrangement;



     "CLAIM" means any act, omission or state of facts, or any demand, action,

     suit, proceeding, claim, assessment, judgment, settlement or other

     compromise relating thereto, which may give rise to a right of

     indemnification under Article 5 hereof;



     "COURT" means the Superior Court of Justice of Ontario;



     "DIRECT CLAIM" means any Claim by an Indemnified Party against an

     Indemnifier;



     "DIRECTOR" means the person appointed as the Director under the OBCA;



     "DISSENT RIGHTS" means the right of a TrizecHahn SVS Shareholder to dissent

     in respect of the Arrangement pursuant to the procedures set forth in

     section 185 of the OBCA as modified by section 3.1 of the Plan of

     Arrangement;



     "DISSENTING SHAREHOLDER" means a TrizecHahn SVS Shareholder who exercises

     such holder's Dissent Rights;



     "EFFECTIVE DATE" means the effective date of the Arrangement, being the

     date shown on the certificate of arrangement to be issued by the Director

     under the OBCA giving effect to the Arrangement;



     "EFFECTIVE TIME" means the earliest moment on the Effective Date;



     "ENCUMBRANCE" means a mortgage, charge, pledge, lien, hypothec, security

     interest, encumbrance, adverse claim or right of a third party to acquire

     or restrict the use of property;



     "EQUIVALENT AMOUNT" on any given date in one currency (the "first

     currency") of any amount denominated in another currency (the "second

     currency") means the amount of the first currency which could be purchased

     with such amount of the second currency at the rate of exchange quoted by

     Royal Bank of Canada (or successor thereto) at 11:00 a.m. (Toronto time) on

     such date for the purchase of the first currency with the second currency;



     "EXCHANGE CERTIFICATE" means a certificate delivered to a holder of a share

     of Trizec Properties Common Stock who is not, or has not certified that it

     is, a Qualifying U.S. Person evidencing the ownership of a share of Trizec

     Properties Common Stock by such person, subject to the terms and conditions

     set out in the Exchange Certificate Agreement;



     "EXCHANGE CERTIFICATE AGREEMENT" means the custody agreement to be entered

     into between Trizec Properties and a custodian and all owners and

     beneficial owners, from time to time, of Exchange Certificates;



     "FINAL ORDER" means the final order of the Court approving the Arrangement;



     "INDEMNIFIED PARTY" has the meaning set out in Section 5.1 hereof;



     "INDEMNIFIER" has the meaning set out in Section 5.1 hereof;



     "INDEMNITY PAYMENT" means the amount of any Loss required to be paid by an

     Indemnifier pursuant to Section 5.1 hereof;



     "INTERIM ORDER" means the interim order of the Court to be sought in

     connection with the Arrangement;



     "LOSS" means any and all loss, liability, damage, cost, expense, charge,

     fine, penalty or assessment arising from and pertaining to this Agreement,

     including Taxes, the reasonable out-of-pocket costs and expenses of any

     action, suit, proceeding, demand, assessment, judgment, settlement or

     compromise relating thereto, fines and penalties and reasonable legal fees

     (on a solicitor and its own client basis) and expenses incurred in

     connection therewith, excluding loss of profits and consequential damages;



                                        2

{PAGE}



     "MAXIMUM AGGREGATE HOLDINGS" means Trizec Canada Constrained Shares which

     represent an aggregate of that percentage of the total number of issued and

     outstanding Trizec Canada Constrained Shares, including (for greater

     certainty) the number of Trizec Canada Constrained Shares which would be

     issued if all Trizec Canada Options were exercised at such time, which is

     equal to (i) 45%, less (ii) the Option Ownership Percentage, provided that

     for the purposes of this definition the Trizec Canada MVS and Trizec Canada

     SVS shall be considered to be shares of a single class and series;



     "MEETING" means the meeting of TrizecHahn Shareholders called for April 23,

     2002, and any adjournments or postponements thereof, to be held for the

     purpose of considering, and if considered advisable, approving the

     Arrangement;



     "NOTICE PERIOD" has the meaning set out in Section 5.2(a) hereof;



     "NYSE" means the New York Stock Exchange;



     "OBCA" means the Business Corporations Act (Ontario), as amended;



     "OPTION OWNERSHIP PERCENTAGE" means, at any time, the greater of (i) zero

     and (ii) the fraction, expressed as a percentage of which the numerator is

     equal to the sum of the number of Trizec Canada Options owned by Canadian

     Residents minus the number of Trizec Canada Options owned by non-Canadian

     Residents and the denominator is equal to the number of issued and

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