FIRST AMENDMENT TO THE PERFORMANCE UNIT AWARD AGREEMENT UNDER THE TRAMMELL CROW COMPANY LONG-TERM INCENTIVE PLAN

Exhibit 10.5

FIRST AMENDMENT TO THE
PERFORMANCE UNIT AWARD AGREEMENT UNDER THE
TRAMMELL CROW COMPANY
LONG-TERM INCENTIVE PLAN

This FIRST AMENDMENT (this “ First Amendment ”) to the Performance Unit Award Agreement (the “ Agreement ”) dated as of August 9, 2006, between                              and Trammell Crow Company, a Delaware corporation (the “ Corporation ”), is made and adopted by the Corporation, effective as of the date set forth herein.

PRELIMINARY STATEMENTS

A.            The stockholders of the Corporation have approved, and the Corporation has adopted, the Trammell Crow Company Long-Term Incentive Plan, as amended (the “ Plan ”).

B.            Pursuant to Section 8 of the Plan, the Corporation has previously awarded you        Performance Units, and such award is evidenced by the Agreement.

C.            In order to accurately reflect the Corporation’s original intentions in connection with the Plan and the Agreement, the Corporation desires to amend and modify certain provisions contained