$50,000 annual cash retainer (“Annual Fee”). The Annual Fee will be paid on a quarterly basis, if the Director has served the entire fiscal quarter. Directors will receive a check for $12,500 after the end of each fiscal quarter, but may elect to receive all or a portion of the Annual Fee in shares of HHC Class A Common Stock (“Stock”). If shares of Stock are selected, the date of grant will be the penultimate business day of the fiscal quarter and will be considered delivered on such date. The Stock will be reflected in the brokerage account established by HHC for the Director.

$75,000 payable in the form of shares of Stock (“Annual Equity Retainer”). The Annual Equity Retainer will be paid on a quarterly basis, if the Director has served the entire fiscal quarter. Directors will receive the Annual Equity Retainer equal to the value of $18,750 in Stock at the end of each fiscal quarter. The number of shares of Stock issued under the Annual Equity Retainer for each fiscal quarter grant will be determined using the price of Stock as of the penultimate business day of the fiscal quarter and will be considered delivered on such date.

Newly elected Directors will receive $75,000 payable in the form of Stock (“Initial Equity Retainer”). The Initial Equity Retainer will be payable on the date of election or appointment as a Director equal to the value of $75,000 in Stock.²

$3,000 annual cash retainer for members of Committees other than Audit Committee.

$9,000 annual cash retainer for members of Audit Committee.

Note: The deferral feature was removed in July of 2009 and the payment date for the Initial Equity Retainer was changed from the 13^th month following date of election or appointment to the date of election or appointment.

$25,000 annual cash retainer for Audit Committee Chair.

$12,000 annual cash retainer for Compensation Committee Chair.

$6,000 annual cash retainer for all other Committee Chairs.

$1,200 cash per meeting.

Directors may defer receipt of all or any portion of their Annual Fee or Annual Equity Retainer (collectively the “Retainer”) pursuant to a Directors’ Deferred Compensation Plan (the “Deferred Plan”).

Amounts deferred under the Deferred Plan will be denominated in restricted stock units (each an “RSU”), which entitles the Director the right to receive shares of Stock (not subject to restrictions other than the minimum ownership requirements described below) at a set time in the future.

RSUs do not entitle the Director to rights as a stockholder. Stock will be issued and delivered in settlement of the RSU automatically on the earlier of the Director’s termination of service as a Director for any reason, or a change of control (within the meaning of the current LTIP). However, at the time of the election to receive RSUs, a Director may elect to have the Stock delivered in settlement of the RSU in the fifth calendar year after deferral.⁵

RSUs will carry dividend equivalent rights for each RSU. In the event that HHC pays dividends, dividend equivalent rights entitle the Director to receive dividends on the RSUs as if they were actually issued shares of Stock.

Deferral Elections: To the extent a Director desires to defer receipt of all or any part of the Retainers under the Deferred Plan, such election must be made on or prior to December 31 of the prior calendar year. Once an election to defer is made, it may be revoked and changed only for future years.

Calculation of Number of Shares of Stock or RSUs: The number of shares of Stock or shares subject to RSUs to be delivered to a Director will be calculated by dividing the dollar amount of the relevant entitlement by the fair market value of a share of Stock at the closing price of Stock on the date of the grant. Only whole shares of Stock or RSU’s will be issued and the remaining partial value for each fiscal quarter will be accumulated and allocated to the next fiscal quarter, however, in the last fiscal quarter, the value of the grant will be rounded up to the next whole share of Stock.

Vesting: All shares of Stock or RSUs will be immediately vested.

Minimum Required Ownership: Each non-employee Director must accumulate and own, directly or indirectly, at least $150,000 worth of the Company’s common stock (or common stock equivalents held under the Deferred Plan) at all times during his or her tenure on the Board; provided, that non-employee Directors will have up to three (3) years following the Company’s initial public offering (“IPO”) of its Class A common stock to meet this ownership requirement and any new non-employee Directors following the Company’s IPO will have up to five (5) years of service on the Board to meet this ownership requirement. If the market value of a Director’s stock should fall below $150,000 (following the relevant accumulation period), such Director shall not be permitted to sell any of the Company’s common stock until the market value shall once again exceed $150,000 (other than in connection with a change of control transaction).

Directors will be taxed as ordinary income on the value of the Stock on the date the Stock is issued and delivered. The capital gain and Rule 144 holding periods both begin on such date.

Directors will not be taxed on RSUs until the actual shares are issued and delivered. At that time, the value of the shares delivered will be taxable as ordinary income. For purposes of Rule 144 and capital gain tax rules, the relevant “holding period” does not begin until the shares (as opposed to RSUs) are actually issued.