<PAGE>


                       SETTLEMENT AGREEMENT AND MUTUAL RELEASE



    This Settlement Agreement and Mutual Release (the "Agreement") is entered
into as of July 31, 1996 by and among CenterPoint Properties Corporation, a
Maryland corporation (the "Company"), Michael M. Mullen ("Mullen"), Stephen L.
Schlader ("Schlader") and Robert L. Stovall ("Stovall"; Messrs. Mullen, Schlader
and Stovall being collectively referred to herein as the "Employees").

                                      RECITALS:

    WHEREAS, as contemplated in the Agreement and Plan of Recapitalization
dated as of September 27, 1993 (the "Plan of Recapitalization") among C&R USA
Corp., Capital and Regional USA Holdings Limited, Midcontinent REIT, Inc.,
Capital and Regional Properties and the other parties named therein pursuant to
which the Company was formed as a real estate investment trust, the Company
acquired certain Properties (as such term is defined in the Plan of
Recapitalization) from certain Property Affiliates (as such term is defined in
the Plan of Recapitalization) in which the Employees had ownership interests
(the "Formation Transactions"); and

    WHEREAS, in connection with the Formation Transactions, the Company
executed and delivered separate Tax Reimbursement Agreements dated November 29,
1993 (collectively, the "Tax Reimbursement Agreements") with each of the
Employees; and

    WHEREAS, the Employees have asserted claims that the Company has additional
payment obligations under the Tax Reimbursement Agreements; and

    WHEREAS, the Company has denied and continues to deny the Employees' claim
that the Company has further liability to the Employees under the Tax
Reimbursement Agreement; and

    WHEREAS, in order to avoid the burden and expense of litigation and to
reach a final settlement, the Employees and the Company desire to settle and
compromise any claims or potential claims which may arise from the Formation
Transactions and the other transactions described herein, on the terms and
conditions set forth herein.

                                      AGREEMENT

    NOW, THEREFORE, in consideration of the mutual promises and obligations set
forth below and for good and valuable consideration receipt of which is hereby
acknowledged, the Company and the Employees agree as follows:

    1.   SETTLEMENT NOTES.   In consideration of the Employees' release set
forth in Section 2 below, the Company will issue $300,000 aggregate principal
amount of its non-interest bearing negotiable Promissory Notes (the "Notes"),
payable in 18 equal monthly installments, in

<PAGE>

the form attached hereto as Exhibit A (the "Notes").  The principal amount and
payee of each Note shall be determined by a written direction executed by all of
the Employees.

    2.   EMPLOYEE RELEASE.  In consideration of the issuance of the Notes and
the entry into this Agreement which each Employee acknowledges would not be
entered into by the Company in the absence of the release set forth in this
Section 2, each Employee does hereby fully and forever release and discharge the
Company, its past and present parents, subsidiaries, divisions, sister and
affiliated companies, its predecessors, successors and assigns, and all of their
respective past and present stockholders, directors, officers, employees and
agents (collectively, the "Company Released Parties"), of and from any and all
claims, demands, liabilities, obligations, debts and causes of action, whether
known or unknown, or any kind or character that any Employee now has, claims to
have or has had, or which hereafter may accrue, against the Company Released
Parties, or any of them, including, without limitation, any claims arising out
of any matter related to the Formation Transactions and Tax Reimbursement
Agreements, but excluding, in the case of Stovall, any claims arising out of the
Employment Separation Agreement referred to in Section 4 below and excluding, in
the case of Mullen and Schlader, any claims arising out of their employment by
the Company subsequent to the date hereof.

    3.   COMPANY RELEASE.  In consideration of the Employee Release, the
Company does hereby fully and forever release and discharge each Employee and
his heirs, administrators, executors and assigns (collectively, the "Employee
Released Parties") of and from any and all claims, demands, liabilities,
obligations, debts and causes of action, whether known or unknown, or any kind
or character that the Company now has, claims to have or has had, or which
hereafter may accrue, against the Employee Released Parties, or any of them,
arising out of any matter related to the Formation Transactions.

    4.   CONDITIONS TO ISSUANCE OF NOTES.  The Company's issuance of the Notes
and its obligations thereunder are subject to (i) the execution and delivery of
this Agreement by each Employee and (ii) the execution and delivery by Stovall
of the Employment Separation Agreement in the form attached hereto as Exhibit B
and the seven day revocation period provided therein shall have expired without
Stovall's revocation of the release attached to the Employment Separation
Agreement.

    5.   GOVERNING LAW.  This Agreement shall be governed and construed by the
laws of the State of Illinois applicable to agreements and releases made and to
be performed in Illinois.

    THE EMPLOYEES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, INCLUDING THE
EMPLOYEE RELEASE, THAT THE EMPLOYEES HAVE CONSULTED INDEPENDENT COUNSEL IN
CONNECTION THEREWITH, THAT THE EMPLOYEES FULLY KNOW, UNDERSTAND AND APPRECIATE
ITS CONTENTS AND THAT THE EMPLOYEES HAVE EXECUTED THE SAME AND MADE COMPROMISE
PROVIDED FOR HEREIN VOLUNTARILY AND OF THEIR OWN FREE WILL.


                                         -2-

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    IN WITNESS WHEREOF, the Company and the Employees have executed this
Agreement as of the date first written above, and this Agreement may be executed
in counterparts with each executed counterpart constituting an original but all
together only one agreement.

                                  CENTERPOINT PROPERTIES
                                    CORPORATION


                                  By:
                                       ------------------------------


                                  -----------------------------------
                                  Michael M. Mullen


                                  ------------------------------------
                                  Stephen L. Schlader


                                  ------------------------------------
                                  Robert L. Stovall


                                         -3-

<PAGE>

                             NEGOTIABLE PROMISSORY NOTE



No. ___
$__________                                                     ________, 1996
                                                             Chicago, Illinois


    FOR VALUE RECEIVED, the undersigned, CENTERPOINT PROPERTIES CORPORATION, a
Maryland corporation (the "Company"), promises to pay to the order of
_________________ ("Holder"), the principal sum of ________________ Dollars
($_________) on ___________, payable in equal installments on the first of each
month commencing _______________, 1996.  The principal amount hereof shall not
bear interest.  The principal amount of this Note is payable in the City of
Chicago, State of Illinois.

    This Note is one of three promissory notes in the aggregate principal
amount of $300,000 issued in connection with the Settlement Agreement and Mutual
Release dated as of July 31, 1996 among the Company and the initial holders of
the Notes.

    Payments of principal are to be made in the lawful money of the United
States of America.

    An Event of Default under this Note shall occur and be continuing upon a
default in payment which is not cured within thirty (30) days of written notice
thereof to the Company by the holder of this Note.  When an Event of Default
occurs and is continuing, the holder of the Note may accelerate all amounts due
hereunder upon written notice to the Company.

    This Note is binding upon the Company and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and assigns.  This
Note is made under and governed by the internal laws and decisions of the State
of Illinois, without regard to conflict of laws principles.

                                  CENTERPOINT PROPERTIES
                                    CORPORATION


                                  By:
                                     ---------------------------
                                  Its: