Not paying taxes can be profitable for everyone concerned. Brookfield Properties owes $139,000 and the city governor's girlfriend has prospered from her association by almost $110,000

DIRECTOR COMPENSATION TABLES

Annual Director Compensation

In 2009, the outside directors, received annual director compensation having a total value of $793,721. This was

comprised of cash compensation of $190,901 and DSUs valued at $602,820, as described in further detail below

.

Directors are also reimbursed for travel and other out

‐of‐pocket expenses incurred in attending Board or

committee meetings. In 2009, seven directors of BPO received a total of $71,198 in directors’ reimbursed

expenses.

The following table provides details of the compensation received by directors (other than Mr. Clark whose

compensation is set out on pages 35 to 36 of this Circular) during the year ended December 31, 2009.

Name

Fees

Earned in

Cash

($)

Share

‐based

Awards

(DSUs)

($)

(1)

Optionbased

Awards

($)

(2)

Non

‐equity

Incentive Plan

Compensation

($)

Pension

Value

($)

All Other

Compensation

($)

Total

Compensation

($)

Gordon E. Arnell

(3) – – 114,000 – – 479,722 (4) 593,722

William T. Cahill 37,500 61,946 – – – – 99,446

Jack L. Cockwell – – – – – – –

J. Bruce Flatt – – – – – – –

Roderick D. Fraser

(3) – 102,068 – – – – 102,068

Paul D. McFarlane

(3)(5) 41,250 67,270 – – – – 108,250

Allan S. Olson

(3)(5) 46,526 69,736 – – – – 116,262

Linda D. Rabbitt 28,125 62,944 – – – – 91,069

Robert L. Stelzl 37,500 56,949 – – – – 94,449

Diana Taylor – 109,954 – – – – 109,954

John E. Zuccotti

(6) 500,000 – 90,000 700,000 – – 1,290,000

Note:

(1) For directors who receive payment in U.S. dollars, based on the closing price of a common share on the NYSE on February 18, 2010

of $13.21 or for directors who receive payment in Canadian dollars, based on the closing price of a common share on the TSX on

February 18, 2010 of $13.21 (C$13.82 based on the Bloomberg mid

‐market exchange rate on that date of C$1.00 = US$0.95722).

(2) These amounts represent the value of the options issued on the date of grant derived by application of the Black

‐Scholes option

pricing model, discounted by 25% to reflect the five

‐year vesting and one year holding provisions of the Share Option Plan.

(3) Compensation was awarded, earned, paid, or payable in Canadian dollars and is presented based on the Bloomberg mid

‐market

exchange rate on that date of C$1.00 = US$0.95722.

(4) Mr. Arnell received fees for his services as Chairman of the Board of Directors and for his consultancy services.

(5) The compensation shown above for Messrs. Olson and McFarlane includes their Annual Retainers as lead independent


Document is here: http://www.brookfieldofficeproperties.com/_Global/25/img/content/Files/Proxy%20Circulars%20and%20Cards/2010%20Proxy%20Circular.pdf

You'll remember she was the one who didn't have much concern about locked out workers and their families at a meeting. It sounds like she and the governor really were made for each other.