<PAGE>

                       EMPLOYMENT AND SEVERANCE AGREEMENT

                  THIS EMPLOYMENT AND SEVERANCE AGREEMENT (the "AGREEMENT") is
entered into as of the 12th day of March, 1999, by and between John S. Gates,
Jr. ("EXECUTIVE") and CENTERPOINT PROPERTIES TRUST, a Maryland business trust
(the "COMPANY"). Certain terms used herein are defined in SECTION 11.

                                    RECITALS

                  A. The Company is in the business of owning, managing, 
acquiring, leasing and developing real estate.

                  B. Executive is knowledgeable and experienced in certain
aspects of the Company's business.

                  C. The Company desires to employ Executive, and Executive
desires to accept such employment with the Company, in each case upon the terms
and subject to the conditions hereinafter provided.

                  D. The Company recognizes that the possibility of a change in
control of the Company may result in the departure or distraction of management
to the detriment of the Company and its share owners.

                  E. The Company wishes to assure Executive of certain benefits
should Executive's employment terminate following a change in control of the
Company.

                  In consideration of the foregoing recitals and mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

                  1. EMPLOYMENT. The Company hereby agrees to employ 
Executive for the term of this Agreement, and Executive hereby agrees to accept
such employment.

                  2. DUTIES. Executive shall serve in the capacity listed on
SCHEDULE A, with the executive duties generally associated with such position,
together with such further and additional duties of an executive nature as from
time to time may be assigned to him by the person or body specified in SCHEDULE
A, to whom he is to report. Executive shall report directly to the person or
body specified in SCHEDULE A and shall be furnished with office space,
secretarial support and other assistance reasonably necessary to carry out his
duties. During the term of this Agreement, Executive will devote his best
efforts and his full business time and attention (exclusive of vacation

                                        1

<PAGE>



periods, holidays or periods of illness or incapacity) to the business of the
Company and his duties hereunder; provided, however, that Executive may devote a
reasonable amount of his time to industry, civic and community matters.

                  3. TERM. This Agreement shall continue in full force and
effect for a period of five years from the date hereof unless earlier terminated
as provided in SECTION 4. Upon a Change in Control, the term of this Agreement
shall automatically be extended to the extent necessary so that the term will
end no sooner than 24 months after such Change in Control.

                  4. TERMINATION. This Agreement shall terminate prior to the
term specified in SECTION 3 hereof:

                  (a) if Executive shall die or if the Board of Directors
determines based upon reasonable medical evidence that he is no longer able to
adequately perform his duties due to disability;

                  (b) at the Company's election other than for Cause, upon
delivery to Executive of 60 days advance written notice by the Company of its
intent to terminate;

                  (c) at the Company's election for Cause; and

                  (d) at Executive's election, upon delivery to the Company of
six months advance written notice by Executive of Executive's intent to
terminate this Agreement (except that such advance notice shall not be required
after a Change in Control).

                  5. BASE SALARY. In consideration of the services rendered by
Executive hereunder, the Company agrees to pay to Executive a base salary (the
"BASE SALARY") payable in equal monthly installments. The Base Salary shall be
as provided in SCHEDULE A until the next annual review thereof by the Board and
thereafter shall be subject to annual review and increase by the Board at its
sole discretion.

                  6. STOCK AND BONUS PLANS. Executive shall be entitled to
participate in the 1993 Stock Option Plan, as amended, and incentive cash bonus
plan established by the Company for its executive and managerial employees.
Executive's bonus and stock option grant target and range shall be as provided
in SCHEDULE A hereto until the next annual review thereof by the Board and
thereafter shall be subject to annual review by the Compensation Committee of
the Board at its sole discretion. Actual annual bonus and option grants will be
based on Executive's performance and the results of the Company with respect to
annual goals, as determined by the Compensation Committee of the Board and
approved by the Board of Trustees in its discretion.

                  7. OTHER BENEFITS. Executive shall be entitled to the
following benefits, and specific benefits listed in SCHEDULE A attached hereto:

                                        2

<PAGE>



                  (a) life, disability, medical insurance and other benefit
plans which the Company maintains for the benefit of its executive and
managerial employees;

                  (b) participation in the Company's qualified 401(k) plan;

                  (c) paid vacations and holidays in accordance with polices
established by the Company for its executive and managerial employees;

                  (d) reimbursement for such travel, entertainment and other
business expenses reasonably incurred by Executive in connection with the
performance of his duties hereunder upon presentation by Executive to the
Company of substantiating evidence thereof in such form as the Company may
reasonably require;

                  (e) recognizing that business promotion and entertainment of
clients and prospective clients are important aspect of Executive's job
responsibilities, the Company will pay club dues, membership fees and other
related or similar club expenses, including, without limitation, initiation fees
and entertainment expenses for memberships in such professional or social clubs
or other organizations (in addition to any specified in SCHEDULE A) as the
Compensation Committee his discretion deems appropriate;

                  (f) use of an automobile, provided by the Company and
consistent with its policy, including a car phone, automotive insurance coverage
and reimbursement for maintenance; and

                  (g) reimbursement for reasonable tax preparation costs.

                  In addition to the foregoing benefits, the Company will use
its best efforts to obtain and maintain directors' and officers' liability
insurance for the benefit of Executive and the other directors and officers of
the Company.

                  8.  PAYMENTS ON TERMINATION. Except as otherwise provided
in SECTION 9 of this Agreement,

                  (a) On termination of this Agreement, the Company shall pay to
Executive that portion of Executive's Base Salary payable through the effective
date of the termination.

                  (b) If this Agreement is terminated pursuant to SECTION 4(a)
or 4(b) prior to the end of a year and such termination is not a Qualifying
Termination, the Company shall pay to Executive a pro-rated incentive equal to:

                  (i) Executive's annual cash bonus for the prior year, 
multiplied by

                  (ii)a fraction, (A) the numerator of which is the number
of calendar months

                                        3

<PAGE>



         (counting a partial calendar month as a full month) that have elapsed
         (in the calendar year in which Executive's effective date of
         termination occurs) prior to (x) in the case of termination pursuant to
         SECTION 4(a), the date of Executive's death or disability or (y) in the
         case of termination pursuant to SECTION 4(b), the effective date of
         termination, and (B) and the denominator of which is 12.

                  (c) In the case of a termination pursuant to SECTION 4(b)
hereof that is not a Qualifying Termination, Executive shall be entitled to a
monthly payment equal to his monthly salary at the time of termination plus
one-twelfth of his prior year bonus payable for a period of 24 months following
the effective date of termination.

                  (d) In the case of any termination, all vested stock options
held by Executive shall, except as otherwise provided in such options or in the
plan governing them, remain exercisable for 90 days thereafter and in the case
of a termination pursuant to SECTION 4(a) or SECTION 4(b) all unvested stock
options and restricted stock held by Executive shall vest immediately.

                  9.  CHANGE IN CONTROL PAYMENTS.

                  (a) BENEFITS PAYABLE. In the event Executive has a Qualifying
Termination, the Company shall provide Executive all of the following severance
benefits ("SEVERANCE BENEFITS"):

                  (i)      The Company shall pay to Executive each of the 
                           following:

                           (A) The amounts specified in SECTION 8(a) and SECTION
                               8(b).

                           (B)  Three times Executive's Base Salary in
                                effect upon the date of the Qualifying
                                Termination or, if greater, three times
                                Executive's Base Salary in effect
                                immediately prior to the occurrence of the
                                Change of Control.

                           (C)  Three times Executive's prior year cash bonus.

                           (D)  Payment or reimbursement (at Executive's option)
                                for outplacement services of a scope and nature 
                                customary for executives holding comparable 
                                positions and provided by a nationally-
                                recognized outplacement firm of Executive's 
                                selection, for a period of up to two years 
                                commencing on the date of Executive's
                                Qualifying Termination. Notwithstanding the 
                                foregoing, the aggregate amount of such 
                                reimbursement shall not exceed 25% of 
                                Executive's Base Salary as of the date of the 
                                Qualifying Termination.

                           (E)  All other compensation and benefits to which
                                Executive has a vested

                                        4

<PAGE>



                                 right on the date of the Qualifying
                                 Termination, except to the extent Executive
                                 elects to receive payment of such
                                 compensation at a later date.

                  (ii) The Company shall continue Executive's health benefit
         coverage (at the same cost to Executive, and at the same coverage
         level, as in effect as of the date of the Qualifying Termination) for
         36 months from the date of the Qualifying Termination (the
         "CONTINUATION PERIOD"). The required COBRA health benefit continuation
         period shall begin concurrently with the start of this benefit
         continuation period, subject to the following: Except as otherwise
         required by COBRA, the providing of this post-employment health benefit
         coverage by the Company shall be discontinued prior to the end of the
         Continuation Period to the extent that similar benefits are available
         to Executive from a subsequent employer, as determined by the Board or
         the Compensation Committee in the exercise of good faith and reasonable
         judgment, except that, to the extent such subsequent coverage excludes
         (or would exclude) preexisting conditions, such post-employment
         coverage shall be continued. Executive shall from time to time promptly
         provide the Board written notice, in reasonable detail, of the
         availability of health benefit coverage from a subsequent employer.

                  (iii) Executive shall have the rights specified in SECTION
         8(d), with a Qualifying Termination for Good Reason being treated for
         such purposes as a termination pursuant to SECTION 4(b).

                  (iv) All of the Severance Benefits described in SECTION
         9(a)(i) shall be paid in cash to Executive in a single lump sum as soon
         as possible after the effective date of the Qualifying Termination (but
         in no event more than 10 days after such date), except that the
         Severance Benefits described in SECTION 9(a)(i)(d) shall be paid or
         reimbursed to Executive promptly following submission of an invoice of
         the firm providing the outplacement services described in such
         subsection. Executive shall not be obligated to seek other employment
         or take any other action to mitigate the amounts payable to Executive
         under this Agreement.

                  (b) EXCISE TAX PAYMENT. If any portion of the amounts payable
under SECTION 9(a), or under any other agreement with, or plan of the Company,
including stock options, restricted stock, or other long-term incentives or
compensation arrangements would constitute an Excess Parachute Payment, such
that an excise tax is payable under Section 4999 of the Code in respect of such
amounts, then the Company shall pay to Executive, in cash, an additional amount
equal to such excise tax and any interest or penalties incurred by Executive
with respect thereto (collectively, "EXCISE TAX"), together with any federal and
state income, employment and other excise taxes payable by Executive in respect
of such payment (and to cover the resulting income, employment, and other excise
taxes resulting from each successive payment, and so on as necessary to
completely offset the Excise Tax impact). For this purpose, Executive shall be
deemed to be subject to the highest marginal rate of federal and state taxes in
effect for the taxable period or periods in which such taxes, interest or
penalties are imposed, and the federal deduction for state taxes paid shall be

                                        5

<PAGE>



determined in accordance with Section 68 of the Code, but shall preserve the
Executive's existing deduction for state taxes, if any, with respect to payments
other than Excise Tax Payments. This payment shall be made as soon as possible
following the date of Executive's Qualifying Termination, but in no event later
than 30 calendar days after such date.

                  (c) SUBSEQUENT RECALCULATION OF EXCISE TAX PAYMENT.

                  (i)  In the event it is finally determined by the IRS that the
         Excise Tax payable by Executive is greater than the amount computed
         pursuant to SECTION 9(b), the Company shall reimburse Executive for any
         additional amount necessary to make Executive whole (less any amounts
         received by Executive that Executive would not have received had the
         computations initially been computed as subsequently adjusted),
         including the value of any underpaid Excise Tax due to the IRS.

                  (ii) In the event it is finally determined by the IRS that the
         Excise Tax payable by Executive is less than the amount computed
         pursuant to SECTION 9(b), Executive shall promptly reimburse the
         Company for any amounts Executive received pursuant to SECTION 9(b) in
         excess of the amount necessary to offset all of the Excise Tax impact,
         including the value of any excise, income and employment taxes. If
         Executive fails promptly to so reimburse the Company, the Company, in
         addition to any other remedies available to it, shall be entitled to
         reduce the amount of any payments due Executive by the amount required
         to be reimbursed.

                  (iii) Each party shall promptly give the other notice of any
         IRS inquiry, examination, claim or refund with respect to the
         applicable or amount of Exercise Tax payable by Executive, and the
         parties shall cooperate with each other in resolving any issues thereon
         raised by the IRS.

                  10. COMPETITION AND CONFLICTS OF INTEREST. In consideration of
the benefits of this Agreement to him, Executive agrees, simultaneously with the
execution hereof to enter into a Non- Competition, Non-Solicitation and
Confidentiality Agreement in the form annexed hereto as EXHIBIT A.

                  11. DEFINITIONS.

                  "BENEFICIARY" means, except where otherwise required by the
Employee Retirement Income Security Act of 1974 or the terms of an applicable
employee benefit plan, the person or persons designated by Executive, in a
writing provided to the Company prior to Executive's death, to receive amounts
payable to Executive under this Agreement. Subject to such exception, in the
absence of such a written beneficiary designation, the Beneficiary shall be
Executive's surviving spouse, or if none, Executive's estate.


                                        6

<PAGE>



                  "BOARD" means the Board of Trustees of the Company.

                  "CAUSE" means the occurrence of any one or more of the
following as determined in the good faith and reasonable judgment of the Board:

                  (i) Executive's conviction for committing an act of fraud,
         embezzlement, theft, or any other act constituting a felony involving
         moral turpitude or causing material harm, financial or otherwise, to
         the Company,

                  (ii) a demonstrably willful and deliberate act or failure to
         act which is committed in bad faith, without reasonable belief that
         such action or inaction is in the best interests of the Company, which
         causes material harm, financial or otherwise, to the Company, or

                  (iii) the consistent gross neglect of duties, or wanton
         negligence by Executive in the performance of Executive's duties under
         this Agreement or, prior to a Change in Control, consistent refusal to
         use reasonable efforts to perform Executive's duties or comply with
         Company policies.

                  A termination of Executive's employment shall not be deemed to
         be for Cause unless each of the following conditions is satisfied:

                  (i)  Written notice is provided to Executive not less than 15
         days prior to the date of termination setting forth the Company's
         intention to consider terminating Executive, including a statement of
         the intended date of termination and a detailed description of the
         specific facts that the Company believes to constitute Cause;

                  (ii) None of the acts or omissions of Executive which the
         Company believes to constitute Cause shall have occurred more than 12
         months before the earliest date on which any member of the Board who is
         not a party to the act or omission, knew or should have known of such
         act or omission;

                  (iii) Executive is offered an opportunity to respond to such
         statement by appearing in person, together with Executive's legal
         counsel, before the Board prior to the date of termination;

                  (iv) By the affirmative vote of at least 75% of all the
         non-employee members of the Board, the Board determines that the
         specified actions of Executive constituted Cause and that Executive's
         employment should accordingly be terminated for Cause; and

                  (v)  The Company provides Executive a copy of the Board's
         written determination setting forth in full specifically the basis of
         such termination for Cause.

                  By determination of the Board, the Company may suspend 
Executive from his duties

                                        7

<PAGE>



         for a period of up to 30 days with full pay and benefits hereunder
         during the period of time in which the Board is making a determination
         as to whether to terminate Executive for Cause. Any purported
         termination for Cause by the Company which does not satisfy each
         substantive and procedural requirement of this definition shall be
         treated for all purposes under this Agreement as a termination by the
         Company without Cause.

                  "CHANGE IN CONTROL" means the first to occur of any one or 
         more of the following:

                  (i) Any individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT") (a "PERSON") acquires beneficial ownership
         (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
         of twenty percent (20%) or more of the then outstanding voting
         securities of the Company; provided, however, that the following
         acquisitions shall not constitute a Change in Control: (a) any
         acquisition directly from the Company (excluding an acquisition by
         virtue of the exercise of conversion rights), (b) any acquisition by
         the Company, or (c) any acquisition by any employee benefit plan (or
         related trust) sponsored or maintained by the Company; or

                  (ii) Individuals who, as of the date hereof, constitute the
         Board of Directors of the Company (the "INCUMBENT BOARD") cease for any
         reason to constitute at least a majority of the Board of Directors or
         the Company; provided, however, that any individual becoming a director
         subsequent to the date hereof whose nomination for election by the
         Company's shareholders was approved by a vote of at least a majority of
         the directors then comprising the Incumbent Board shall be considered
         as though such individual were a member of the Incumbent Board, unless
         such individual's initial assumption of office occurs as a result of
         either an actual or threatened election contest (as such terms are used
         in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
         other actual or threatened solicitation of proxies or consents by or on
         behalf of a person other than the Board of Directors; or

                  (iii) The shareholders of the Company approve a
         reorganization, merger or consolidation, unless, following such
         reorganization, merger or consolidation, (a) more than sixty percent
         (60%) of the then outstanding shares of common stock of the corporation
         resulting from such reorganization, merger of consolidation and the
         combined voting power of the then outstanding voting securities of such
         corporation entitled to vote generally in the election of directors is
         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners of the outstanding Common Shares of the Company
         immediately prior to such reorganization, merger of consolidation in
         substantially the same proportions as their ownership, immediately
         prior to such reorganization, merger or consolidation, of the
         outstanding Common Shares of the Company, (b) no Person (excluding the
         Company, any employee benefit plan or related trust of the Company or
         such corporation resulting from such reorganization, merger or
         consolidation and any Person beneficially owning, immediately prior to
         such reorganization,

                                        8

<PAGE>



         merger of consolidation, directly or indirectly, twenty percent (20%)
         or more of the Common Shares of the Company) beneficially owns,
         directly or indirectly twenty percent (20%) or more of the then
         outstanding shares of common shares of the company resulting from such
         reorganization, merger or consolidation, and (c) at least a majority of
         the members of the board of directors of the company resulting from
         such reorganization, merger or consolidation were members of the
         Incumbent Board at the time of the execution of the initial agreement
         providing for such reorganization, merger of consolidation; or

                  (iv) The shareholders of the Company approve (a) a complete
         liquidation or dissolution of the Company or (b) the sale or other
         disposition of all or substantially all of the assets of the Company.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMPANY" has the meaning specified in the introductory 
paragraph of this Agreement.

                  "COMPENSATION COMMITTEE" means the Compensation Committee of
the Board (or such other committee of the Board that may be responsible for
executive compensation).

                  "CONTINUATION PERIOD" has the meaning specified in SECTION 
9(a)(ii).

                  "EXCESS PARACHUTE PAYMENT" has the meaning specified in 
Section 280G of the Code.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934.

                  "EXCISE TAX" has the meaning specified in SECTION 9(b).

                  "EXECUTIVE" has the meaning specified in the introductory 
paragraph of this Agreement.

                  "GOOD REASON" shall mean the occurrence, without Executive's
prior written consent, of any one or more of the following:

                  (i) the assignment of Executive of any duties which result in
         an adverse change in Executive's position (including status, offices,
         titles, and reporting requirements), authority, duties, or other
         responsibilities with the Company, or any other action of the Company
         which results in a material adverse change in such position, authority,
         duties, or responsibilities, other than an insubstantial and
         inadvertent action which is remedied by the Company promptly after
         receipt of notice thereof given by Executive.

                  (ii) any relocation of Executive of more than 35 miles from
         the place where Executive was located at the time of the Change in
         Control, or

                                        9

<PAGE>



                  (iii) a reduction or elimination of any component of
         Executive's rate of compensation, including Base Salary.

                  "INCLUDING" means including without limitation.

                  "QUALIFYING TERMINATION" means the occurrence of any one or 
more of the following:

                  (i) The Company's termination of Executive's employment other
         than for Cause within 24 months following a Change in Control;

                  (ii) Executive's voluntary termination of employment for Good
         Reason within 24 months following a Change in Control; or

                  (iii) A successor of the Company fails to assume expressly the
         Company's entire obligations under this Agreement prior to becoming
         such a successor as required by SECTION 12(a)(ii).

                  A Qualifying Termination shall not include a termination of
         Executive's employment by reason of death, disability, Executive's
         voluntary termination other than for Good Reason or the Company's
         termination of Executive's employment for Cause. Notwithstanding the
         foregoing, if Executive's employment is terminated before a Change in
         Control and Executive can reasonably demonstrate that the termination
         by the Company or the actions constituting Good Reason for termination
         by the Executive were at the request of a third party who had indicated
         an intention or taken steps reasonably calculated to effect a Change in
         Control who then effects a Change in Control, then the date of the
         Change in Control shall be deemed to be the date immediately prior to
         Executive's termination of employment.

                  "SECTION" shall, unless the context otherwise requires, mean a
section of this Agreement.

                  "SUBSIDIARY" means a United States or foreign corporation with
respect to which the Company owns, directly or indirectly, 50% or more of the
then-outstanding common shares.

                  12.      ASSIGNMENT.

                  (a)      ASSIGNMENT BY THE COMPANY.

                  (i) This Agreement shall be binding upon, and shall inure to
         the benefit of, the Company and its successors. Any such successor
         shall be deemed to be the Company for all purposes of this Agreement.
         As used in this Agreement, the term "successor" shall mean any
         surviving corporation in a merger or consolidation, or any person,
         corporation, partnership, or other business entity which, whether by
         purchase or otherwise, acquires all

                                       10

<PAGE>



         or substantially all of the assets of the Company. Notwithstanding such
         assignment, the Company shall remain, with such successor, jointly and
         severally liable for all its obligations hereunder. Without limiting
         the generality of the foregoing, it is specifically agreed that an
         assignment of this Agreement by the Company will not diminish
         Executive's rights under SECTIONS 9 and 10 hereof.

                  (ii) The Company shall require any successor to assume
         expressly and agree to perform this Agreement in the same manner and to
         the same extent that the Company would be required to perform if no
         such succession were to take place.

                  (iii) Except as provided in this SECTION 12(a), this Agreement
         may not be assigned by the Company.

                  (b) EXECUTIVE'S SUCCESSORS. This Agreement shall inure to the
benefit of and be enforceable by Executive's personal or legal representatives,
executors, and administrators, successors, heirs, distributees, devisees, and
legatees. If Executive should die while any amounts payable to Executive under
this Agreement remain outstanding, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Beneficiary.

                  13. NOTICES. All notices required or permitted to be given
under this Agreement shall be in writing, signed by the party giving notice, and
sent by personal messenger, facsimile, overnight mail or deposited, postage
prepaid, certified mail, return receipt requested, in the United States mail,
and addressed as provided in Schedule A, if to the Employee and as follows, if
to the Company:

                           CenterPoint Properties Trust
                           1808 Swift Road
                           Oak Brook, IL  60523-1501
                           Facsimile:  630-586-8010

                  Notices sent by personal messenger, facsimile or overnight
mail shall be deemed received upon delivery of same. Notices sent by United
States mail shall be deemed received three (3) days after deposit in the United
States mail service.

                  14. ENTIRE AGREEMENT. This Agreement supersedes any prior
agreements or understandings, oral or written, between Executive and the
Company, with respect to the subject matter hereof and constitutes the entire
agreement of the parties with respect thereto. The captions of this Agreement
are not part of the provisions hereof and shall be of no effect.

                  15. ENFORCEMENT. The Company shall reimburse Executive for the
reasonable fees and expenses (including legal fees) incurred in connection with
the enforcement of Executive's right to receive payments hereunder in the event
that Executive successfully recovers any such payments.

                                       11

<PAGE>



                  16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois.

                  17. SEVERABILITY. If any provision of this agreement shall be
held invalid or unenforceable, the remainder shall remain in full force and
effect.

                  18. TITLES AND HEADINGS. Titles and headings to paragraphs
herein are for purposes of reference only and in no way shall limit, define or
otherwise affect the provisions hereof.

                  19.      COUNTERPARTS.  This Agreement may be executed in one 
or more counterparts, each of which shall be deemed to be an original, but all 
of which together will constitute one and the same Agreement.

                                    * * * * *

                                       12

<PAGE>



                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year written above.

                                            /s/ JOHN S. GATES, JR.
                                            -------------------------
                                            John S. Gates, Jr.



                                            CENTERPOINT PROPERTIES TRUST


                                            By:  /s/ PAUL S. FISHER
                                                -----------------------------
                                            Its: Vice President and Secretary
                                                -----------------------------



                                       13

<PAGE>



                                   SCHEDULE A



NAME:                               John S. Gates, Jr.

ADDRESS:                            568 Hawthorne Place, Chicago, IL 60657

TITLE:                              President and Chief Executive Officer

RESPONSIBILITIES:

Responsible for providing leadership, direction and control for all aspects of
CenterPoint's activities in order to maximize profits compatible with the best
long and short-term interests of shareholders, tenants and employees. Chief
spokesperson for company.

-    Direct the formulation, implementation and communication of broad
     corporate long range strategies, policies, and objectives 
-    Directs and coordinates all functions of the Investment Committee, 
     acting as its chairman 
-    Develops and maintains a sound plan of organization and provides personal 
     and professional development opportunities for members of the management 
     team 
-    Establishes corporate guidelines for annual operating and profit plans and 
     chairs the approval process 
-    Develops criteria and procedures for the measurement of company performance
-    Completes work consistent with corporate processes and policies
-    Provides leadership that encourages CenterPoint to be a leader in
     ethical business practices, responds to the needs of customers 
-    Develops and maintains the best possible shareholder, press, political and
     community relations
-    Understands and works toward the Zero TenantUnhappiness standard



BASE SALARY:                        $280,000.00

CASH INCENTIVE TARGET PERCENTAGE:

Target = 65% of base salary

STOCK OPTION PLAN TARGET GRANT:

75,000 Options at market price determined by the compensation committee.
"Minimum" and "Maximum" range to be determined annually by compensation
committee.

SPECIFIC BENEFITS:

-  Club memberships equivalent to the following dues and business expenses 
   to be paid by company:





                                        1

<PAGE>



              1.      Racquet Club of Chicago
              2.      Saddle and Cycle Club
              3.      Tavern or Chicago Club
              4.      Sand Creek Club

Young Presidents Organization (YPO) membership dues and related expenses -
including costs of and incident to universities, seminars, and conferences.


















                                        2

<PAGE>



                                                                       EXHIBIT A


         NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT


                  THIS AGREEMENT is made this ______ day of _____________, 1999
by and between __________ (the "Executive") and CENTERPOINT PROPERTIES TRUST, a
Maryland business trust (the "Company").

                                     RECITALS

                  A. The Company is engaged in the business of owning, managing,
operating and leasing real estate, primarily warehouse, airport and industrial
property.

                  B. The Executive and the Company are entering into an
Employment and Severance Agreement dated of even date herewith (the "EMPLOYMENT
AGREEMENT") which provides that the Executive will hold the position of
__________ within the Company.

                  C. The Executive recognizes and acknowledges that the business
of the Company is highly competitive and that by reason of his employment by the
Company he has and will continue to have access to confidential and proprietary
information regarding the Company and its business.

                  D. As a condition to the Company entering into the Employment
Agreement, in order to protect the Company's business relationships and good
will, and to guard against conflicts of interest the Executive is willing to
enter into this Agreement.

                  In consideration of the foregoing recitals and the mutual
promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

                  1. COVENANT NOT TO COMPETE. The Executive agrees that during
the term of his employment with the Company and for a period of two years
thereafter (the "NON- COMPETITION PERIOD"), he will not anywhere where the
Company or any of its subsidiaries or affiliates does business or contemplates
doing business directly or indirectly, manage, operate, join, control, be
employed by or participate in the ownership, management, operation or control,
or be connected personally in any manner with any business which primarily
acquires, owns, develops, operates, leases and/or manages industrial, warehouse
or airport real estate for development and investment purposes or any business
which provides consulting, leasing,




                                        1

<PAGE>



management, or brokerage services to such businesses (the "Real Estate
Business"), subject to the following exceptions:

                  1. the Executive may continue to be a limited partner in
any limited partnership engaged in the Real Estate Business in which he is a
limited partner on the date of this Agreement, and

                  2. the Executive may engage in such other activities related
to the Real Estate business as the Company's independent directors from time to
time may approve; provided that in no event shall any such activities interfere
with the performance of the Executive's duties under the Employment Agreement.

                  2. NON-SOLICITATION. During the Non-competition Period, the
Executive shall not (a) induce or attempt to induce any employee of the Company
or any of its subsidiaries to leave the employ of the Company or any of its
subsidiaries, or in any way interfere with the relationship between the Company
or any of its subsidiaries and any employee thereof, (b) hire directly or
through another entity any person who was an employee of the Company or any of
its subsidiaries at any time during the Non-competition Period, or (c) induce or
attempt to induce any customer, supplier, licensee or other business relation of
the Company or any of its subsidiaries to cease doing business with the Company
or any of its subsidiaries, or in any way interfere with the relationship
between any such customer, supplier, licensee or business relation with the
Company or any of its subsidiaries.

                  3.  NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.

                  (a) The Executive shall not disclose or use at any time,
either during his employment with the Company or thereafter, any Confidential
Information (as defined below) of which Executive is or becomes aware, whether
or not such information is developed by him, except to the extent that such
disclosure or use is directly related to and required by the Executive's
performance of duties assigned to Executive by the Company. The Executive shall
take all appropriate steps to safeguard Confidential Information and to protect
it against disclosure, misuse, espionage, loss and theft.

                  (b) As used in this Agreement, the term "Confidential
Information" means information that is not generally known to the public and
that is used, developed or obtained by the Company and its subsidiaries in
connection with their business. Confidential Information shall not include any
information that has been published in a form generally available to the public
prior to the date the Executive proposes to disclose or use such information.
Information shall not be deemed to have been published merely because individual
portions of the information have been separately published, but only if all
material features comprising such




                                        2

<PAGE>



information have been published in combination.

                  4. SPECIFIC PERFORMANCE. The parties agree that the
Executive's services are of a special, unique and extraordinary character, that
it would be extremely difficult to quantify the money damages which would accrue
to the Company by reason of the Executive's failure to perform any of his
obligations under this Agreement, that it would be extremely difficult to
replace such services, and that any violation of the provisions of this
paragraph would be likely to be highly injurious to the Company. By reason of
the foregoing, the Executive consents and agrees that if he violates any of the
provisions of this Agreement the Company shall be entitled, in addition to any
other rights and remedies that it may have including money damages to apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any continuing
violation of the provisions hereof. Therefore, if the Company shall institute
any action or proceeding to enforce the provisions of this Agreement against the
Executive, the Executive hereby waives the claim or defense that there is an
adequate remedy at law and agrees in any such action or proceeding not to
interpose the claim or defense that such remedy exists at law. The parties
hereby specifically affirm the appropriateness of injunctive or other equitable
relief in any such action.

                  5. MODIFICATION. If in connection with any action taken by the
Company to enforce the provisions of this Agreement, a court shall hold that all
or any portion of the restrictions contained herein are unreasonable under the
circumstances then existing so as to render such restrictions invalid or
unenforceable, the parties agree that any court of competent jurisdiction may
reform such unreasonable restrictions to the extent necessary to make such
restrictions reasonable under the circumstances then existing so as to render
such restrictions both valid an enforceable.

                  6. BREACH. In the event that the Company hereafter believes
that the Executive has breached any of the covenants of this Agreement, it shall
notify the Executive of such alleged breach, setting forth the substance of said
alleged breach. Within ten (10) days from receipt by the Executive of such
notice, the Executive either shall remedy said alleged breach or provide the
Company with evidence that the activity concerned was permitted by the
provisions of this Agreement.

                  7. NOTICES. All notice required or permitted to be given under
this Agreement shall be sufficient if in writing and mailed by certified or
registered mail, return receipt requested and postage prepaid, addressed as
follows or to such other address as either party shall have notified the other.




                                        3

<PAGE>




                  If to the Executive:

                  [Name]
                  [Address]

                  If to the Company:

                  CenterPoint Properties Trust
                  1808 Swift Road
                  Oak Brook, IL  60523-1501
                  Facsimile:  630-586-8010

                  8. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois.

                  9. PARTIAL INVALIDITY. If any provision of this Agreement
shall be held invalid or unenforceable, the remainder nevertheless shall remain
in full force and effect. If any provision is held invalid or unenforceable with
respect to particular circumstances, it nevertheless shall remain in full force
and effect in all other circumstances.

                  10. BENEFIT. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and assigns, and upon all
persons, corporations or entities which shall engage in the business herein
contemplated under the control and direction of the parties.

                  11. ENTIRE AGREEMENT. This Agreement and the documents
incorporated herein by reference contain the entire agreement and understanding
of the parties, and no representations promises, agreements or any
understanding, written or oral, not contained herein shall be of any force or
effect.

                  12. MODIFICATIONS AND WAIVERS. No change, modification or
waiver of any provision of this Agreement shall be valid or binding unless it is
in writing dated subsequent to the date hereof, and signed by the party intended
to be bound. No waiver of any breach, term or condition of this Agreement by
either party shall constitute a subsequent waiver of the same or any other
breach, term or condition.

                                    * * * * *




                                        4

<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                  ----------------------------------------
                                  [Executive]



                                  CENTERPOINT PROPERTIES TRUST


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







                                        5

<PAGE>

                       EMPLOYMENT AND SEVERANCE AGREEMENT

                  THIS EMPLOYMENT AND SEVERANCE AGREEMENT (the "AGREEMENT") is
entered into as of the 12th day of March, 1999, by and between Paul S. Fisher
("EXECUTIVE") and CENTERPOINT PROPERTIES TRUST, a Maryland business trust (the
"COMPANY"). Certain terms used herein are defined in SECTION 11.

                                    RECITALS

                  A. The Company is in the business of owning, managing, 
acquiring, leasing and developing real estate.

                  B. Executive is knowledgeable and experienced in certain
aspects of the Company's business.

                  C. The Company desires to employ Executive, and Executive
desires to accept such employment with the Company, in each case upon the terms
and subject to the conditions hereinafter provided.

                  D. The Company recognizes that the possibility of a change in
control of the Company may result in the departure or distraction of management
to the detriment of the Company and its share owners.

                  E. The Company wishes to assure Executive of certain benefits
should Executive's employment terminate following a change in control of the
Company.

                  In consideration of the foregoing recitals and mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

                  1. EMPLOYMENT. The Company hereby agrees to employ Executive 
for the term of this Agreement, and Executive hereby agrees to accept such 
employment.

                  2. DUTIES. Executive shall serve in the capacity listed on
SCHEDULE A, with the executive duties generally associated with such position,
together with such further and additional duties of an executive nature as from
time to time may be assigned to him by the person or body specified in SCHEDULE
A, to whom he is to report. Executive shall report directly to the person or
body specified in SCHEDULE A and shall be furnished with office space,
secretarial support and other assistance reasonably necessary to carry out his
duties. During the term of this Agreement, Executive will devote his best
efforts and his full business time and attention (exclusive of vacation


<PAGE>



periods, holidays or periods of illness or incapacity) to the business of the
Company and his duties hereunder; provided, however, that Executive may devote a
reasonable amount of his time to industry, civic and community matters.

                  3. TERM. This Agreement shall continue in full force and
effect for a period of five years from the date hereof unless earlier terminated
as provided in SECTION 4. Upon a Change in Control, the term of this Agreement
shall automatically be extended to the extent necessary so that the term will
end no sooner than 24 months after such Change in Control.

                  4. TERMINATION. This Agreement shall terminate prior to the
term specified in SECTION 3 hereof:

                  (a) if Executive shall die or if the Board of Directors
determines based upon reasonable medical evidence that he is no longer able to
adequately perform his duties due to disability;

                  (b) at the Company's election other than for Cause, upon
delivery to Executive of 60 days advance written notice by the Company of its
intent to terminate;

                  (c) at the Company's election for Cause; and

                  (d) at Executive's election, upon delivery to the Company of
six months advance written notice by Executive of Executive's intent to
terminate this Agreement (except that such advance notice shall not be required
after a Change in Control).

                  5. BASE SALARY. In consideration of the services rendered by
Executive hereunder, the Company agrees to pay to Executive a base salary (the
"BASE SALARY") payable in equal monthly installments. The Base Salary shall be
as provided in SCHEDULE A until the next annual review thereof by the Board and
thereafter shall be subject to annual review and increase by the Board at its
sole discretion.

                  6. STOCK AND BONUS PLANS. Executive shall be entitled to
participate in the 1993 Stock Option Plan, as amended, and incentive cash bonus
plan established by the Company for its executive and managerial employees.
Executive's bonus and stock option grant target and range shall be as provided
in SCHEDULE A hereto until the next annual review thereof by the Board and
thereafter shall be subject to annual review by the Compensation Committee of
the Board at its sole discretion. Actual annual bonus and option grants will be
based on Executive's performance and the results of the Company with respect to
annual goals, as determined by the Compensation Committee of the Board and
approved by the Board of Trustees in its discretion.

                  7. OTHER BENEFITS. Executive shall be entitled to the
following benefits, and specific benefits listed in SCHEDULE A attached hereto:

                                        2

<PAGE>



                  (a) life, disability, medical insurance and other benefit
plans which the Company maintains for the benefit of its executive and
managerial employees;

                  (b) participation in the Company's qualified 401(k) plan;

                  (c) paid vacations and holidays in accordance with polices
established by the Company for its executive and managerial employees;

                  (d) reimbursement for such travel, entertainment and other
business expenses reasonably incurred by Executive in connection with the
performance of his duties hereunder upon presentation by Executive to the
Company of substantiating evidence thereof in such form as the Company may
reasonably require;

                  (e) recognizing that business promotion and entertainment of
clients and prospective clients are important aspect of Executive's job
responsibilities, the Company will pay club dues, membership fees and other
related or similar club expenses, including, without limitation, initiation fees
and entertainment expenses for memberships in such professional or social clubs
or other organizations (in addition to any specified in SCHEDULE A) as the Chief
Executive Officer in his discretion deems appropriate;

                  (f) use of an automobile, provided by the Company and
consistent with its policy, including a car phone, automotive insurance coverage
and reimbursement for maintenance; and

                  (g) reimbursement for reasonable tax preparation costs.

                  In addition to the foregoing benefits, the Company will use
its best efforts to obtain and maintain directors' and officers' liability
insurance for the benefit of Executive and the other directors and officers of
the Company.

                  8.  PAYMENTS ON TERMINATION. Except as otherwise provided in 
SECTION 9 of this Agreement,

                  (a) On termination of this Agreement, the Company shall pay to
Executive that portion of Executive's Base Salary payable through the effective
date of the termination.

                  (b) If this Agreement is terminated pursuant to SECTION 4(a)
or 4(b) prior to the end of a year and such termination is not a Qualifying
Termination, the Company shall pay to Executive a pro-rated incentive equal to:

                  (i) Executive's annual cash bonus for the prior year, 
multiplied by

                  (ii) a fraction, (A) the numerator of which is the number of 
calendar months

                                        3

<PAGE>



         (counting a partial calendar month as a full month) that have elapsed
         (in the calendar year in which Executive's effective date of
         termination occurs) prior to (x) in the case of termination pursuant to
         SECTION 4(a), the date of Executive's death or disability or (y) in the
         case of termination pursuant to SECTION 4(b), the effective date of
         termination, and (B) and the denominator of which is 12.

                  (c) In the case of a termination pursuant to SECTION 4(b)
hereof that is not a Qualifying Termination, Executive shall be entitled to a
monthly payment equal to his monthly salary at the time of termination plus
one-twelfth of his prior year bonus payable for a period of 24 months following
the effective date of termination.

                  (d) In the case of any termination, all vested stock options
held by Executive shall, except as otherwise provided in such options or in the
plan governing them, remain exercisable for 90 days thereafter and in the case
of a termination pursuant to SECTION 4(a) or SECTION 4(b) all unvested stock
options and restricted stock held by Executive shall vest immediately.

                  9.  CHANGE IN CONTROL PAYMENTS.

                  (a) BENEFITS PAYABLE. In the event Executive has a Qualifying
Termination, the Company shall provide Executive all of the following severance
benefits ("SEVERANCE BENEFITS"):

                  (i)      The Company shall pay to Executive each of the 
                           following:

                           (A) The amounts specified in SECTION 8(a) and SECTION
                            8(b).

                           (B) Three times Executive's Base Salary in
                               effect upon the date of the Qualifying
                               Termination or, if greater, three times
                               Executive's Base Salary in effect
                               immediately prior to the occurrence of the
                               Change of Control.

                           (C) Three times Executive's prior year cash bonus.

                           (D) Payment or reimbursement (at Executive's option) 
                               for outplacement services of a scope and nature 
                               customary for executives holding comparable 
                               positions and provided by a nationally-recognized
                               outplacement firm of Executive's selection, for a
                               period of up to two years commencing on the date
                               of Executive's Qualifying Termination.
                               Notwithstanding the foregoing, the aggregate 
                               amount of such reimbursement shall not exceed 25%
                               of Executive's Base Salary as of the date of the 
                               Qualifying Termination.

                           (E) All other compensation and benefits to which
                               Executive has a vested

                                        4

<PAGE>



                               right on the date of the Qualifying
                               Termination, except to the extent Executive
                               elects to receive payment of such
                               compensation at a later date.

                  (ii) The Company shall continue Executive's health benefit
         coverage (at the same cost to Executive, and at the same coverage
         level, as in effect as of the date of the Qualifying Termination) for
         36 months from the date of the Qualifying Termination (the
         "CONTINUATION PERIOD"). The required COBRA health benefit continuation
         period shall begin concurrently with the start of this benefit
         continuation period, subject to the following: Except as otherwise
         required by COBRA, the providing of this post-employment health benefit
         coverage by the Company shall be discontinued prior to the end of the
         Continuation Period to the extent that similar benefits are available
         to Executive from a subsequent employer, as determined by the Board or
         the Compensation Committee in the exercise of good faith and reasonable
         judgment, except that, to the extent such subsequent coverage excludes
         (or would exclude) preexisting conditions, such post-employment
         coverage shall be continued. Executive shall from time to time promptly
         provide the Board written notice, in reasonable detail, of the
         availability of health benefit coverage from a subsequent employer.

                  (iii) Executive shall have the rights specified in SECTION
         8(d), with a Qualifying Termination for Good Reason being treated for
         such purposes as a termination pursuant to SECTION 4(b).

                  (iv) All of the Severance Benefits described in SECTION
         9(a)(i) shall be paid in cash to Executive in a single lump sum as soon
         as possible after the effective date of the Qualifying Termination (but
         in no event more than 10 days after such date), except that the
         Severance Benefits described in SECTION 9(a)(i)(d) shall be paid or
         reimbursed to Executive promptly following submission of an invoice of
         the firm providing the outplacement services described in such
         subsection. Executive shall not be obligated to seek other employment
         or take any other action to mitigate the amounts payable to Executive
         under this Agreement.

                  (b) EXCISE TAX PAYMENT. If any portion of the amounts payable
under SECTION 9(a), or under any other agreement with, or plan of the Company,
including stock options, restricted stock, or other long-term incentives or
compensation arrangements would constitute an Excess Parachute Payment, such
that an excise tax is payable under Section 4999 of the Code in respect of such
amounts, then the Company shall pay to Executive, in cash, an additional amount
equal to such excise tax and any interest or penalties incurred by Executive
with respect thereto (collectively, "EXCISE TAX"), together with any federal and
state income, employment and other excise taxes payable by Executive in respect
of such payment (and to cover the resulting income, employment, and other excise
taxes resulting from each successive payment, and so on as necessary to
completely offset the Excise Tax impact). For this purpose, Executive shall be
deemed to be subject to the highest marginal rate of federal and state taxes in
effect for the taxable period or periods in which such taxes, interest or
penalties are imposed, and the federal deduction for state taxes paid shall be

                                        5

<PAGE>



determined in accordance with Section 68 of the Code, but shall preserve the
Executive's existing deduction for state taxes, if any, with respect to payments
other than Excise Tax Payments. This payment shall be made as soon as possible
following the date of Executive's Qualifying Termination, but in no event later
than 30 calendar days after such date.

                  (c) SUBSEQUENT RECALCULATION OF EXCISE TAX PAYMENT.

                  (i) In the event it is finally determined by the IRS that the
         Excise Tax payable by Executive is greater than the amount computed
         pursuant to SECTION 9(b), the Company shall reimburse Executive for any
         additional amount necessary to make Executive whole (less any amounts
         received by Executive that Executive would not have received had the
         computations initially been computed as subsequently adjusted),
         including the value of any underpaid Excise Tax due to the IRS.

                  (ii) In the event it is finally determined by the IRS that the
         Excise Tax payable by Executive is less than the amount computed
         pursuant to SECTION 9(b), Executive shall promptly reimburse the
         Company for any amounts Executive received pursuant to SECTION 9(b) in
         excess of the amount necessary to offset all of the Excise Tax impact,
         including the value of any excise, income and employment taxes. If
         Executive fails promptly to so reimburse the Company, the Company, in
         addition to any other remedies available to it, shall be entitled to
         reduce the amount of any payments due Executive by the amount required
         to be reimbursed.

                  (iii) Each party shall promptly give the other notice of any
         IRS inquiry, examination, claim or refund with respect to the
         applicable or amount of Exercise Tax payable by Executive, and the
         parties shall cooperate with each other in resolving any issues thereon
         raised by the IRS.

                  10. COMPETITION AND CONFLICTS OF INTEREST. In consideration of
the benefits of this Agreement to him, Executive agrees, simultaneously with the
execution hereof to enter into a Non- Competition, Non-Solicitation and
Confidentiality Agreement in the form annexed hereto as EXHIBIT A.

                  11. DEFINITIONS.

                  "BENEFICIARY" means, except where otherwise required by the
Employee Retirement Income Security Act of 1974 or the terms of an applicable
employee benefit plan, the person or persons designated by Executive, in a
writing provided to the Company prior to Executive's death, to receive amounts
payable to Executive under this Agreement. Subject to such exception, in the
absence of such a written beneficiary designation, the Beneficiary shall be
Executive's surviving spouse, or if none, Executive's estate.


                                        6

<PAGE>



                  "BOARD" means the Board of Trustees of the Company.

                  "CAUSE" means the occurrence of any one or more of the
following as determined in the good faith and reasonable judgment of the Board:

                  (i) Executive's conviction for committing an act of fraud,
         embezzlement, theft, or any other act constituting a felony involving
         moral turpitude or causing material harm, financial or otherwise, to
         the Company,

                  (ii) a demonstrably willful and deliberate act or failure to
         act which is committed in bad faith, without reasonable belief that
         such action or inaction is in the best interests of the Company, which
         causes material harm, financial or otherwise, to the Company, or

                  (iii) the consistent gross neglect of duties, or wanton
         negligence by Executive in the performance of Executive's duties under
         this Agreement or, prior to a Change in Control, consistent refusal to
         use reasonable efforts to perform Executive's duties or comply with
         Company policies.

                  A termination of Executive's employment shall not be deemed to
         be for Cause unless each of the following conditions is satisfied:

                  (i) Written notice is provided to Executive not less than 15
         days prior to the date of termination setting forth the Company's
         intention to consider terminating Executive, including a statement of
         the intended date of termination and a detailed description of the
         specific facts that the Company believes to constitute Cause;

                  (ii) None of the acts or omissions of Executive which the
         Company believes to constitute Cause shall have occurred more than 12
         months before the earliest date on which any member of the Board who is
         not a party to the act or omission, knew or should have known of such
         act or omission;

                  (iii) Executive is offered an opportunity to respond to such
         statement by appearing in person, together with Executive's legal
         counsel, before the Board prior to the date of termination;

                  (iv) By the affirmative vote of at least 75% of all the
         non-employee members of the Board, the Board determines that the
         specified actions of Executive constituted Cause and that Executive's
         employment should accordingly be terminated for Cause; and

                  (v) The Company provides Executive a copy of the Board's
         written determination setting forth in full specifically the basis of
         such termination for Cause.

                  By determination of the Board, the Company may suspend 
Executive from his duties

                                        7

<PAGE>



         for a period of up to 30 days with full pay and benefits hereunder
         during the period of time in which the Board is making a determination
         as to whether to terminate Executive for Cause. Any purported
         termination for Cause by the Company which does not satisfy each
         substantive and procedural requirement of this definition shall be
         treated for all purposes under this Agreement as a termination by the
         Company without Cause.

                  "CHANGE IN CONTROL" means the first to occur of any one or 
more of the following:

                  (i) Any individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT") (a "PERSON") acquires beneficial ownership
         (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
         of twenty percent (20%) or more of the then outstanding voting
         securities of the Company; provided, however, that the following
         acquisitions shall not constitute a Change in Control: (a) any
         acquisition directly from the Company (excluding an acquisition by
         virtue of the exercise of conversion rights), (b) any acquisition by
         the Company, or (c) any acquisition by any employee benefit plan (or
         related trust) sponsored or maintained by the Company; or

                  (ii) Individuals who, as of the date hereof, constitute the
         Board of Directors of the Company (the "INCUMBENT BOARD") cease for any
         reason to constitute at least a majority of the Board of Directors or
         the Company; provided, however, that any individual becoming a director
         subsequent to the date hereof whose nomination for election by the
         Company's shareholders was approved by a vote of at least a majority of
         the directors then comprising the Incumbent Board shall be considered
         as though such individual were a member of the Incumbent Board, unless
         such individual's initial assumption of office occurs as a result of
         either an actual or threatened election contest (as such terms are used
         in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
         other actual or threatened solicitation of proxies or consents by or on
         behalf of a person other than the Board of Directors; or

                  (iii) The shareholders of the Company approve a
         reorganization, merger or consolidation, unless, following such
         reorganization, merger or consolidation, (a) more than sixty percent
         (60%) of the then outstanding shares of common stock of the corporation
         resulting from such reorganization, merger of consolidation and the
         combined voting power of the then outstanding voting securities of such
         corporation entitled to vote generally in the election of directors is
         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners of the outstanding Common Shares of the Company
         immediately prior to such reorganization, merger of consolidation in
         substantially the same proportions as their ownership, immediately
         prior to such reorganization, merger or consolidation, of the
         outstanding Common Shares of the Company, (b) no Person (excluding the
         Company, any employee benefit plan or related trust of the Company or
         such corporation resulting from such reorganization, merger or
         consolidation and any Person beneficially owning, immediately prior to
         such reorganization,

                                        8

<PAGE>



         merger of consolidation, directly or indirectly, twenty percent (20%)
         or more of the Common Shares of the Company) beneficially owns,
         directly or indirectly twenty percent (20%) or more of the then
         outstanding shares of common shares of the company resulting from such
         reorganization, merger or consolidation, and (c) at least a majority of
         the members of the board of directors of the company resulting from
         such reorganization, merger or consolidation were members of the
         Incumbent Board at the time of the execution of the initial agreement
         providing for such reorganization, merger of consolidation; or

                  (iv) The shareholders of the Company approve (a) a complete
         liquidation or dissolution of the Company or (b) the sale or other
         disposition of all or substantially all of the assets of the Company.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMPANY" has the meaning specified in the introductory 
paragraph of this Agreement.

                  "COMPENSATION COMMITTEE" means the Compensation Committee of
the Board (or such other committee of the Board that may be responsible for
executive compensation).

                  "CONTINUATION PERIOD" has the meaning specified in SECTION 
9(a)(ii).

                  "EXCESS PARACHUTE PAYMENT" has the meaning specified in 
Section 280G of the Code.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934.

                  "EXCISE TAX" has the meaning specified in SECTION 9(b).

                  "EXECUTIVE" has the meaning specified in the introductory 
paragraph of this Agreement.

                  "GOOD REASON" shall mean the occurrence, without Executive's
prior written consent, of any one or more of the following:

                  (i) the assignment of Executive of any duties which result in
         an adverse change in Executive's position (including status, offices,
         titles, and reporting requirements), authority, duties, or other
         responsibilities with the Company, or any other action of the Company
         which results in a material adverse change in such position, authority,
         duties, or responsibilities, other than an insubstantial and
         inadvertent action which is remedied by the Company promptly after
         receipt of notice thereof given by Executive.

                  (ii) any relocation of Executive of more than 35 miles from
         the place where Executive was located at the time of the Change in
         Control, or

                                        9

<PAGE>



                  (iii) a reduction or elimination of any component of
         Executive's rate of compensation, including Base Salary.

                  "INCLUDING" means including without limitation.

                  "QUALIFYING TERMINATION" means the occurrence of any one or 
more of the following:

                  (i) The Company's termination of Executive's employment other
         than for Cause within 24 months following a Change in Control;

                  (ii) Executive's voluntary termination of employment for Good
         Reason within 24 months following a Change in Control; or

                  (iii) A successor of the Company fails to assume expressly the
         Company's entire obligations under this Agreement prior to becoming
         such a successor as required by SECTION 12(a)(ii).

                  A Qualifying Termination shall not include a termination of
         Executive's employment by reason of death, disability, Executive's
         voluntary termination other than for Good Reason or the Company's
         termination of Executive's employment for Cause. Notwithstanding the
         foregoing, if Executive's employment is terminated before a Change in
         Control and Executive can reasonably demonstrate that the termination
         by the Company or the actions constituting Good Reason for termination
         by the Executive were at the request of a third party who had indicated
         an intention or taken steps reasonably calculated to effect a Change in
         Control who then effects a Change in Control, then the date of the
         Change in Control shall be deemed to be the date immediately prior to
         Executive's termination of employment.

                  "SECTION" shall, unless the context otherwise requires, mean a
section of this Agreement.

                  "SUBSIDIARY" means a United States or foreign corporation with
respect to which the Company owns, directly or indirectly, 50% or more of the
then-outstanding common shares.

                  12.      ASSIGNMENT.

                  (a)      ASSIGNMENT BY THE COMPANY.

                  (i) This Agreement shall be binding upon, and shall inure to
         the benefit of, the Company and its successors. Any such successor
         shall be deemed to be the Company for all purposes of this Agreement.
         As used in this Agreement, the term "successor" shall mean any
         surviving corporation in a merger or consolidation, or any person,
         corporation, partnership, or other business entity which, whether by
         purchase or otherwise, acquires all

                                       10

<PAGE>



         or substantially all of the assets of the Company. Notwithstanding such
         assignment, the Company shall remain, with such successor, jointly and
         severally liable for all its obligations hereunder. Without limiting
         the generality of the foregoing, it is specifically agreed that an
         assignment of this Agreement by the Company will not diminish
         Executive's rights under SECTIONS 9 and 10 hereof.

                  (ii) The Company shall require any successor to assume
         expressly and agree to perform this Agreement in the same manner and to
         the same extent that the Company would be required to perform if no
         such succession were to take place.

                  (iii) Except as provided in this SECTION 12(a), this Agreement
         may not be assigned by the Company.

                  (b) EXECUTIVE'S SUCCESSORS. This Agreement shall inure to the
benefit of and be enforceable by Executive's personal or legal representatives,
executors, and administrators, successors, heirs, distributees, devisees, and
legatees. If Executive should die while any amounts payable to Executive under
this Agreement remain outstanding, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Beneficiary.

                  13. NOTICES. All notices required or permitted to be given
under this Agreement shall be in writing, signed by the party giving notice, and
sent by personal messenger, facsimile, overnight mail or deposited, postage
prepaid, certified mail, return receipt requested, in the United States mail,
and addressed as provided in Schedule A, if to the Employee and as follows, if
to the Company:

                           CenterPoint Properties Trust
                           1808 Swift Road
                           Oak Brook, IL  60523-1501
                           Facsimile:  630-586-8010

                  Notices sent by personal messenger, facsimile or overnight
mail shall be deemed received upon delivery of same. Notices sent by United
States mail shall be deemed received three (3) days after deposit in the United
States mail service.

                  14. ENTIRE AGREEMENT. This Agreement supersedes any prior
agreements or understandings, oral or written, between Executive and the
Company, with respect to the subject matter hereof and constitutes the entire
agreement of the parties with respect thereto. The captions of this Agreement
are not part of the provisions hereof and shall be of no effect.

                  15. ENFORCEMENT. The Company shall reimburse Executive for the
reasonable fees and expenses (including legal fees) incurred in connection with
the enforcement of Executive's right to receive payments hereunder in the event
that Executive successfully recovers any such payments.

                                       11

<PAGE>



                  16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois.

                  17. SEVERABILITY. If any provision of this agreement shall be
held invalid or unenforceable, the remainder shall remain in full force and
effect.

                  18. TITLES AND HEADINGS. Titles and headings to paragraphs
herein are for purposes of reference only and in no way shall limit, define or
otherwise affect the provisions hereof.

                  19.      COUNTERPARTS.  This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which together will constitute one and the same Agreement.

                                    * * * * *

                                       12

<PAGE>



                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year written above.

                                 /s/ PAUL S. FISHER
                                 -------------------------
                                 Paul S. Fisher



                                 CENTERPOINT PROPERTIES TRUST


                                 By:  /s/ JOHN S. GATES, JR.
                                      --------------------------------------
                                 Its:  President
                                      --------------------------------------


                                       13

<PAGE>



                                                                      SCHEDULE A


NAME:                               Paul S. Fisher

ADDRESS:                            1074 S. Plymouth Court, Chicago, IL  60605

TITLE:                              Executive Vice President, Chief Financial 
                                    Officer & General Counsel

RESPONSIBILITIES:

CHIEF FINANCIAL OFFICER

Responsible for formulating and implementing CenterPoint's financial strategies
including capital strategy, financial policies, including its accounting
practices and its relationships with investors, creditors, rating agencies,
regulatory agencies and the financial community.

-    Oversees the treasury, finance and accounting functions to ensure
     that budgeting, forecasting, cash management, variance analysis and
     financial reporting are accurate and reliable and reflect appropriate
     controls 
-    Serves as member of the Investment Committee 
-    Establishes and maintains procedures relating to budgeting, forecasting and
     analysis of corporate results 
-    Completes work consistent with corporate processes and policies
-    Prepares and implements the company capital funding strategy, including 
     evaluation and execution of debt and equity financings 
-    Evaluates all proposed capital expenditures for return adequacy and risk 
-    Establishes and enforces policies with respect to SEC filing, financial 
     reporting, tax return preparation and other company disclosure matters 
-    Structures individual investments in accordance with CenterPoint's 
     financial and reporting objectives and policies


GENERAL COUNSEL

Guide management in conducting business transactions in compliance with
applicable laws and minimizes the legal risk CenterPoint assumes while carrying
out its business activities and objectives

-    Manages CenterPoint's litigation matters 
-    Establishes practices and procedures to ensure CenterPoint's business is 
     carried out in compliance with applicable local, state and federal laws 
-    Ensures that CenterPoint receives the proper legal advice for its 
     operations and activities 
-    Provides legal counsel and strategic advice to CenterPoint's management 
     team on various tenant matters 
-    Completes work consistent with corporate processes and policies




                                        1

<PAGE>



-    Enforces appropriate standards of documentation for the company's
     investment, leasing, management, employment and financing activities
-    Fosters the proper climate for legal department effectiveness
-    Communicated legal and regulatory trends and changes throughout
     the organization 
-    Oversees the preparation and approval of legal
     documents, such as purchase and sale contracts, leases, loan documentation,
     formal agreements, corporate records and other legal instruments 
-    Selects, manages and motivates a legal staff in the performance of its
     duties 
-    Establishes policies governing the retention of outside counsel by 
     CenterPoint
-    Oversees the corporate secretarial and records retention function 
-    Understands and works towards Zero Tenant Unhappiness Standard


BASE SALARY:                        $ 250,000.00

CASH INCENTIVE TARGET PERCENTAGE:

Target = 50% of base salary

STOCK OPTION PLAN TARGET GRANT AND RANGE:

75,000 Options at market price determined by the compensation committee.
"Minimum" and "Maximum" range to be determined annually by compensation
committee.

SPECIFIC BENEFITS:

-    Club memberships equivalent to the following dues and business expenses 
     to be paid by company:

                      1. University Club of Chicago



                                        2

<PAGE>



                                                                       EXHIBIT A


NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT


                 THIS AGREEMENT is made this ______ day of _____________,
1999 by and between __________ (the "Executive") and CENTERPOINT PROPERTIES
TRUST, a Maryland business trust (the "Company").

                               RECITALS

                 A. The Company is engaged in the business of owning,
managing, operating and leasing real estate, primarily warehouse, airport
and industrial property.

                 B. The Executive and the Company are entering into an
Employment and Severance Agreement dated of even date herewith (the
"EMPLOYMENT AGREEMENT") which provides that the Executive will hold the
position of __________ within the Company.

                 C. The Executive recognizes and acknowledges that the
business of the Company is highly competitive and that by reason of his
employment by the Company he has and will continue to have access to
confidential and proprietary information regarding the Company and its
business.

                 D. As a condition to the Company entering into the
Employment Agreement, in order to protect the Company's business
relationships and good will, and to guard against conflicts of interest the
Executive is willing to enter into this Agreement.

                 In consideration of the foregoing recitals and the mutual
promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:

                 1. COVENANT NOT TO COMPETE. The Executive agrees that
during the term of his employment with the Company and for a period of two
years thereafter (the "NON-COMPETITION PERIOD"), he will not anywhere
where the Company or any of its subsidiaries or affiliates does business or
contemplates doing business directly or indirectly, manage, operate, join,
control, be employed by or participate in the ownership, management,
operation or control, or be connected personally in any manner with any
business which primarily acquires, owns, develops, operates, leases and/or
manages industrial, warehouse or airport real estate for development and
investment purposes or any business which provides




                                        1

<PAGE>



consulting, leasing, management , or brokerage services to such businesses
(the "Real Estate Business"), subject to the following exceptions:

                 A. the Executive may continue to be a limited partner in any 
limited partnership engaged in the Real Estate Business in which he is a 
limited partner on the date of this Agreement, and

                 B. the Executive may engage in such other activities related 
to the Real Estate business as the Company's independent directors from time 
to time may approve; provided that in no event shall any such activities 
interfere with the performance of the Executive's duties under the Employment 
Agreement.

                 2. NON-SOLICITATION. During the Non-competition Period,
the Executive shall not (a) induce or attempt to induce any employee of the
Company or any of its subsidiaries to leave the employ of the Company or
any of its subsidiaries, or in any way interfere with the relationship
between the Company or any of its subsidiaries and any employee thereof,
(b) hire directly or through another entity any person who was an employee
of the Company or any of its subsidiaries at any time during the
Non-competition Period, or (c) induce or attempt to induce any customer,
supplier, licensee or other business relation of the Company or any of its
subsidiaries to cease doing business with the Company or any of its
subsidiaries, or in any way interfere with the relationship between any
such customer, supplier, licensee or business relation with the Company or
any of its subsidiaries.

                 3. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.

                 (a) The Executive shall not disclose or use at any time,
either during his employment with the Company or thereafter, any
Confidential Information (as defined below) of which Executive is or
becomes aware, whether or not such information is developed by him, except
to the extent that such disclosure or use is directly related to and
required by the Executive's performance of duties assigned to Executive by
the Company. The Executive shall take all appropriate steps to safeguard
Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft.

                 (b) As used in this Agreement, the term "Confidential
Information" means information that is not generally known to the public
and that is used, developed or obtained by the Company and its subsidiaries
in connection with their business. Confidential Information shall not
include any information that has been published in a form generally
available to the public prior to the date the Executive proposes to
disclose or use such information. Information shall not be deemed to have
been published merely because individual portions of the information have
been separately published, but only if all material




                                        2

<PAGE>



features comprising such information have been published in combination.

                 4. SPECIFIC PERFORMANCE. The parties agree that the
Executive's services are of a special, unique and extraordinary character,
that it would be extremely difficult to quantify the money damages which
would accrue to the Company by reason of the Executive's failure to perform
any of his obligations under this Agreement, that it would be extremely
difficult to replace such services, and that any violation of the
provisions of this paragraph would be likely to be highly injurious to the
Company. By reason of the foregoing, the Executive consents and agrees that
if he violates any of the provisions of this Agreement the Company shall be
entitled, in addition to any other rights and remedies that it may have
including money damages to apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive or other relief in
order to enforce or prevent any continuing violation of the provisions
hereof. Therefore, if the Company shall institute any action or proceeding
to enforce the provisions of this Agreement against the Executive, the
Executive hereby waives the claim or defense that there is an adequate
remedy at law and agrees in any such action or proceeding not to interpose
the claim or defense that such remedy exists at law. The parties hereby
specifically affirm the appropriateness of injunctive or other equitable
relief in any such action.

                 5. MODIFICATION. If in connection with any action taken by
the Company to enforce the provisions of this Agreement, a court shall hold
that all or any portion of the restrictions contained herein are
unreasonable under the circumstances then existing so as to render such
restrictions invalid or unenforceable, the parties agree that any court of
competent jurisdiction may reform such unreasonable restrictions to the
extent necessary to make such restrictions reasonable under the
circumstances then existing so as to render such restrictions both valid an
enforceable.

                 6. BREACH. In the event that the Company hereafter
believes that the Executive has breached any of the covenants of this
Agreement, it shall notify the Executive of such alleged breach, setting
forth the substance of said alleged breach. Within ten (10) days from
receipt by the Executive of such notice, the Executive either shall remedy
said alleged breach or provide the Company with evidence that the activity
concerned was permitted by the provisions of this Agreement.

             7. NOTICES. All notice required or permitted to be given under
this Agreement shall be sufficient if in writing and mailed by certified or
registered mail, return receipt requested and postage prepaid, addressed as
follows or to such other address as either party shall have notified the
other.




                                        3

<PAGE>




             If to the Executive:

             [Name]
             [Address]

             If to the Company:

             CenterPoint Properties Trust
             1808 Swift Road
             Oak Brook, IL  60523-1501
             Facsimile:  630-586-8010

             8. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois.

             9. PARTIAL INVALIDITY. If any provision of this Agreement
shall be held invalid or unenforceable, the remainder nevertheless shall
remain in full force and effect. If any provision is held invalid or
unenforceable with respect to particular circumstances, it nevertheless
shall remain in full force and effect in all other circumstances.

             10. BENEFIT. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and assigns, and upon all
persons, corporations or entities which shall engage in the business herein
contemplated under the control and direction of the parties.

             11. ENTIRE AGREEMENT. This Agreement and the documents
incorporated herein by reference contain the entire agreement and
understanding of the parties, and no representations promises, agreements
or any understanding, written or oral, not contained herein shall be of any
force or effect.

             12. MODIFICATIONS AND WAIVERS. No change, modification or
waiver of any provision of this Agreement shall be valid or binding unless
it is in writing dated subsequent to the date hereof, and signed by the
party intended to be bound. No waiver of any breach, term or condition of
this Agreement by either party shall constitute a subsequent waiver of the
same or any other breach, term or condition.

                                    * * * * *




                                        4

<PAGE>


             IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                   ----------------------------------------
                                   [Executive]



                                   CENTERPOINT PROPERTIES TRUST

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






                                        5


<PAGE>


                       EMPLOYMENT AND SEVERANCE AGREEMENT

                  THIS EMPLOYMENT AND SEVERANCE AGREEMENT (the "AGREEMENT") is
entered into as of the 12th day of March, 1999, by and between Rockford O.
Kottka ("EXECUTIVE") and CENTERPOINT PROPERTIES TRUST, a Maryland business trust
(the "COMPANY"). Certain terms used herein are defined in SECTION 11.

                                    RECITALS

                  A. The Company is in the business of owning, managing, 
acquiring, leasing and developing real estate.

                  B. Executive is knowledgeable and experienced in certain
aspects of the Company's business.

                  C. The Company desires to employ Executive, and Executive
desires to accept such employment with the Company, in each case upon the terms
and subject to the conditions hereinafter provided.

                  D. The Company recognizes that the possibility of a change in
control of the Company may result in the departure or distraction of management
to the detriment of the Company and its share owners.

                  E. The Company wishes to assure Executive of certain benefits
should Executive's employment terminate following a change in control of the
Company.

                  In consideration of the foregoing recitals and mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

                  1. EMPLOYMENT. The Company hereby agrees to employ Executive 
for the term of this Agreement, and Executive hereby agrees to accept such 
employment.

                  2. DUTIES. Executive shall serve in the capacity listed on
SCHEDULE A, with the executive duties generally associated with such position,
together with such further and additional duties of an executive nature as from
time to time may be assigned to him by the person or body specified in SCHEDULE
A, to whom he is to report. Executive shall report directly to the person or
body specified in SCHEDULE A and shall be furnished with office space,
secretarial support and other assistance reasonably necessary to carry out his
duties. During the term of this Agreement, Executive will devote his best
efforts and his full business time and attention (exclusive of vacation


<PAGE>



periods, holidays or periods of illness or incapacity) to the business of the
Company and his duties hereunder; provided, however, that Executive may devote a
reasonable amount of his time to industry, civic and community matters.

                  3. TERM. This Agreement shall continue in full force and
effect for a period of five years from the date hereof unless earlier terminated
as provided in SECTION 4. Upon a Change in Control, the term of this Agreement
shall automatically be extended to the extent necessary so that the term will
end no sooner than 24 months after such Change in Control.

                  4. TERMINATION. This Agreement shall terminate prior to the
term specified in SECTION 3 hereof:

                  (a) if Executive shall die or if the Board of Directors
determines based upon reasonable medical evidence that he is no longer able to
adequately perform his duties due to disability;

                  (b) at the Company's election other than for Cause, upon
delivery to Executive of 60 days advance written notice by the Company of its
intent to terminate;

                  (c) at the Company's election for Cause; and

                  (d) at Executive's election, upon delivery to the Company of
six months advance written notice by Executive of Executive's intent to
terminate this Agreement (except that such advance notice shall not be required
after a Change in Control).

                  5. BASE SALARY. In consideration of the services rendered by
Executive hereunder, the Company agrees to pay to Executive a base salary (the
"BASE SALARY") payable in equal monthly installments. The Base Salary shall be
as provided in SCHEDULE A until the next annual review thereof by the Board and
thereafter shall be subject to annual review and increase by the Board at its
sole discretion.

                  6. STOCK AND BONUS PLANS. Executive shall be entitled to
participate in the 1993 Stock Option Plan, as amended, and incentive cash bonus
plan established by the Company for its executive and managerial employees.
Executive's bonus and stock option grant target and range shall be as provided
in SCHEDULE A hereto until the next annual review thereof by the Board and
thereafter shall be subject to annual review by the Compensation Committee of
the Board at its sole discretion. Actual annual bonus and option grants will be
based on Executive's performance and the results of the Company with respect to
annual goals, as determined by the Compensation Committee of the Board and
approved by the Board of Trustees in its discretion.

                  7. OTHER BENEFITS. Executive shall be entitled to the
following benefits, and specific benefits listed in SCHEDULE A attached hereto:

                                        2

<PAGE>



                  (a) life, disability, medical insurance and other benefit
plans which the Company maintains for the benefit of its executive and
managerial employees;

                  (b) participation in the Company's qualified 401(k) plan;

                  (c) paid vacations and holidays in accordance with polices
established by the Company for its executive and managerial employees;

                  (d) reimbursement for such travel, entertainment and other
business expenses reasonably incurred by Executive in connection with the
performance of his duties hereunder upon presentation by Executive to the
Company of substantiating evidence thereof in such form as the Company may
reasonably require;

                  (e) recognizing that business promotion and entertainment of
clients and prospective clients are important aspect of Executive's job
responsibilities, the Company will pay club dues, membership fees and other
related or similar club expenses, including, without limitation, initiation fees
and entertainment expenses for memberships in such professional or social clubs
or other organizations (in addition to any specified in SCHEDULE A) as the Chief
Executive Officer in his discretion deems appropriate;

                  (f) use of an automobile, provided by the Company and
consistent with its policy, including a car phone, automotive insurance coverage
and reimbursement for maintenance; and

                  (g) reimbursement for reasonable tax preparation costs.

                  In addition to the foregoing benefits, the Company will use
its best efforts to obtain and maintain directors' and officers' liability
insurance for the benefit of Executive and the other directors and officers of
the Company.

                  8.  PAYMENTS ON TERMINATION. Except as otherwise provided
in SECTION 9 of this Agreement,

                  (a) On termination of this Agreement, the Company shall pay to
Executive that portion of Executive's Base Salary payable through the effective
date of the termination.

                  (b) If this Agreement is terminated pursuant to SECTION 4(a)
or 4(b) prior to the end of a year and such termination is not a Qualifying
Termination, the Company shall pay to Executive a pro-rated incentive equal to:

                  (i) Executive's annual cash bonus for the prior year, 
multiplied by

                  (ii)a fraction, (A) the numerator of which is the number of 
calendar months

                                        3

<PAGE>



         (counting a partial calendar month as a full month) that have elapsed
         (in the calendar year in which Executive's effective date of
         termination occurs) prior to (x) in the case of termination pursuant to
         SECTION 4(a), the date of Executive's death or disability or (y) in the
         case of termination pursuant to SECTION 4(b), the effective date of
         termination, and (B) and the denominator of which is 12.

                  (c) In the case of a termination pursuant to SECTION 4(b)
hereof that is not a Qualifying Termination, Executive shall be entitled to a
monthly payment equal to his monthly salary at the time of termination plus
one-twelfth of his prior year bonus payable for a period of 24 months following
the effective date of termination.

                  (d) In the case of any termination, all vested stock options
held by Executive shall, except as otherwise provided in such options or in the
plan governing them, remain exercisable for 90 days thereafter and in the case
of a termination pursuant to SECTION 4(a) or SECTION 4(b) all unvested stock
options and restricted stock held by Executive shall vest immediately.

                  9.  CHANGE IN CONTROL PAYMENTS.

                  (a) BENEFITS PAYABLE. In the event Executive has a Qualifying
Termination, the Company shall provide Executive all of the following severance
benefits ("SEVERANCE BENEFITS"):

                  (i)      The Company shall pay to Executive each of the
                           following:

                           (A) The amounts specified in SECTION 8(a) and SECTION
8(b).

                           (B)  Three times Executive's Base Salary in
                                effect upon the date of the Qualifying
                                Termination or, if greater, three times
                                Executive's Base Salary in effect
                                immediately prior to the occurrence of the
                                Change of Control.

                           (C) Three times Executive's prior year cash bonus.

                           (D)  Payment or reimbursement (at Executive's option)
                                for outplacement services of a scope and nature 
                                customary for executives holding comparable 
                                positions and provided by a nationally-
                                recognized outplacement firm of Executive's 
                                selection, for a period of up to two years 
                                commencing on the date of Executive's Qualifying
                                Termination. Notwithstanding the foregoing, the 
                                aggregate amount of such reimbursement shall not
                                exceed 25% of Executive's Base Salary as of
                                the date of the Qualifying Termination.

                           (E)  All other compensation and benefits to which
                                Executive has a vested

                                        4

<PAGE>



                                right on the date of the Qualifying
                                Termination, except to the extent Executive
                                elects to receive payment of such
                                compensation at a later date.

                  (ii) The Company shall continue Executive's health benefit
         coverage (at the same cost to Executive, and at the same coverage
         level, as in effect as of the date of the Qualifying Termination) for
         36 months from the date of the Qualifying Termination (the
         "CONTINUATION PERIOD"). The required COBRA health benefit continuation
         period shall begin concurrently with the start of this benefit
         continuation period, subject to the following: Except as otherwise
         required by COBRA, the providing of this post-employment health benefit
         coverage by the Company shall be discontinued prior to the end of the
         Continuation Period to the extent that similar benefits are available
         to Executive from a subsequent employer, as determined by the Board or
         the Compensation Committee in the exercise of good faith and reasonable
         judgment, except that, to the extent such subsequent coverage excludes
         (or would exclude) preexisting conditions, such post-employment
         coverage shall be continued. Executive shall from time to time promptly
         provide the Board written notice, in reasonable detail, of the
         availability of health benefit coverage from a subsequent employer.

                  (iii) Executive shall have the rights specified in SECTION
         8(d), with a Qualifying Termination for Good Reason being treated for
         such purposes as a termination pursuant to SECTION 4(b).

                  (iv) All of the Severance Benefits described in SECTION
         9(a)(i) shall be paid in cash to Executive in a single lump sum as soon
         as possible after the effective date of the Qualifying Termination (but
         in no event more than 10 days after such date), except that the
         Severance Benefits described in SECTION 9(a)(i)(d) shall be paid or
         reimbursed to Executive promptly following submission of an invoice of
         the firm providing the outplacement services described in such
         subsection. Executive shall not be obligated to seek other employment
         or take any other action to mitigate the amounts payable to Executive
         under this Agreement.

                  (b) EXCISE TAX PAYMENT. If any portion of the amounts payable
under SECTION 9(a), or under any other agreement with, or plan of the Company,
including stock options, restricted stock, or other long-term incentives or
compensation arrangements would constitute an Excess Parachute Payment, such
that an excise tax is payable under Section 4999 of the Code in respect of such
amounts, then the Company shall pay to Executive, in cash, an additional amount
equal to such excise tax and any interest or penalties incurred by Executive
with respect thereto (collectively, "EXCISE TAX"), together with any federal and
state income, employment and other excise taxes payable by Executive in respect
of such payment (and to cover the resulting income, employment, and other excise
taxes resulting from each successive payment, and so on as necessary to
completely offset the Excise Tax impact). For this purpose, Executive shall be
deemed to be subject to the highest marginal rate of federal and state taxes in
effect for the taxable period or periods in which such taxes, interest or
penalties are imposed, and the federal deduction for state taxes paid shall be

                                        5

<PAGE>



determined in accordance with Section 68 of the Code, but shall preserve the
Executive's existing deduction for state taxes, if any, with respect to payments
other than Excise Tax Payments. This payment shall be made as soon as possible
following the date of Executive's Qualifying Termination, but in no event later
than 30 calendar days after such date.

                  (c) SUBSEQUENT RECALCULATION OF EXCISE TAX PAYMENT.

                  (i) In the event it is finally determined by the IRS that the
         Excise Tax payable by Executive is greater than the amount computed
         pursuant to SECTION 9(b), the Company shall reimburse Executive for any
         additional amount necessary to make Executive whole (less any amounts
         received by Executive that Executive would not have received had the
         computations initially been computed as subsequently adjusted),
         including the value of any underpaid Excise Tax due to the IRS.

                  (ii) In the event it is finally determined by the IRS that the
         Excise Tax payable by Executive is less than the amount computed
         pursuant to SECTION 9(b), Executive shall promptly reimburse the
         Company for any amounts Executive received pursuant to SECTION 9(b) in
         excess of the amount necessary to offset all of the Excise Tax impact,
         including the value of any excise, income and employment taxes. If
         Executive fails promptly to so reimburse the Company, the Company, in
         addition to any other remedies available to it, shall be entitled to
         reduce the amount of any payments due Executive by the amount required
         to be reimbursed.

                  (iii) Each party shall promptly give the other notice of any
         IRS inquiry, examination, claim or refund with respect to the
         applicable or amount of Exercise Tax payable by Executive, and the
         parties shall cooperate with each other in resolving any issues thereon
         raised by the IRS.

                  10. COMPETITION AND CONFLICTS OF INTEREST. In consideration of
the benefits of this Agreement to him, Executive agrees, simultaneously with the
execution hereof to enter into a Non- Competition, Non-Solicitation and
Confidentiality Agreement in the form annexed hereto as EXHIBIT A.

                  11. DEFINITIONS.

                  "BENEFICIARY" means, except where otherwise required by the
Employee Retirement Income Security Act of 1974 or the terms of an applicable
employee benefit plan, the person or persons designated by Executive, in a
writing provided to the Company prior to Executive's death, to receive amounts
payable to Executive under this Agreement. Subject to such exception, in the
absence of such a written beneficiary designation, the Beneficiary shall be
Executive's surviving spouse, or if none, Executive's estate.


                                        6

<PAGE>



                  "BOARD" means the Board of Trustees of the Company.

                  "CAUSE" means the occurrence of any one or more of the
following as determined in the good faith and reasonable judgment of the Board:

                  (i) Executive's conviction for committing an act of fraud,
         embezzlement, theft, or any other act constituting a felony involving
         moral turpitude or causing material harm, financial or otherwise, to
         the Company,

                  (ii) a demonstrably willful and deliberate act or failure to
         act which is committed in bad faith, without reasonable belief that
         such action or inaction is in the best interests of the Company, which
         causes material harm, financial or otherwise, to the Company, or

                  (iii) the consistent gross neglect of duties, or wanton
         negligence by Executive in the performance of Executive's duties under
         this Agreement or, prior to a Change in Control, consistent refusal to
         use reasonable efforts to perform Executive's duties or comply with
         Company policies.

                  A termination of Executive's employment shall not be deemed to
         be for Cause unless each of the following conditions is satisfied:

                  (i) Written notice is provided to Executive not less than 15
         days prior to the date of termination setting forth the Company's
         intention to consider terminating Executive, including a statement of
         the intended date of termination and a detailed description of the
         specific facts that the Company believes to constitute Cause;

                  (ii) None of the acts or omissions of Executive which the
         Company believes to constitute Cause shall have occurred more than 12
         months before the earliest date on which any member of the Board who is
         not a party to the act or omission, knew or should have known of such
         act or omission;

                  (iii) Executive is offered an opportunity to respond to such
         statement by appearing in person, together with Executive's legal
         counsel, before the Board prior to the date of termination;

                  (iv) By the affirmative vote of at least 75% of all the
         non-employee members of the Board, the Board determines that the
         specified actions of Executive constituted Cause and that Executive's
         employment should accordingly be terminated for Cause; and

                  (v) The Company provides Executive a copy of the Board's
         written determination setting forth in full specifically the basis of
         such termination for Cause.

                  By determination of the Board, the Company may suspend 
Executive from his duties

                                        7

<PAGE>



         for a period of up to 30 days with full pay and benefits hereunder
         during the period of time in which the Board is making a determination
         as to whether to terminate Executive for Cause. Any purported
         termination for Cause by the Company which does not satisfy each
         substantive and procedural requirement of this definition shall be
         treated for all purposes under this Agreement as a termination by the
         Company without Cause.

                  "CHANGE IN CONTROL" means the first to occur of any one or 
more of the following:

                  (i) Any individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT") (a "PERSON") acquires beneficial ownership
         (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
         of twenty percent (20%) or more of the then outstanding voting
         securities of the Company; provided, however, that the following
         acquisitions shall not constitute a Change in Control: (a) any
         acquisition directly from the Company (excluding an acquisition by
         virtue of the exercise of conversion rights), (b) any acquisition by
         the Company, or (c) any acquisition by any employee benefit plan (or
         related trust) sponsored or maintained by the Company; or

                  (ii) Individuals who, as of the date hereof, constitute the
         Board of Directors of the Company (the "INCUMBENT BOARD") cease for any
         reason to constitute at least a majority of the Board of Directors or
         the Company; provided, however, that any individual becoming a director
         subsequent to the date hereof whose nomination for election by the
         Company's shareholders was approved by a vote of at least a majority of
         the directors then comprising the Incumbent Board shall be considered
         as though such individual were a member of the Incumbent Board, unless
         such individual's initial assumption of office occurs as a result of
         either an actual or threatened election contest (as such terms are used
         in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
         other actual or threatened solicitation of proxies or consents by or on
         behalf of a person other than the Board of Directors; or

                  (iii) The shareholders of the Company approve a
         reorganization, merger or consolidation, unless, following such
         reorganization, merger or consolidation, (a) more than sixty percent
         (60%) of the then outstanding shares of common stock of the corporation
         resulting from such reorganization, merger of consolidation and the
         combined voting power of the then outstanding voting securities of such
         corporation entitled to vote generally in the election of directors is
         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners of the outstanding Common Shares of the Company
         immediately prior to such reorganization, merger of consolidation in
         substantially the same proportions as their ownership, immediately
         prior to such reorganization, merger or consolidation, of the
         outstanding Common Shares of the Company, (b) no Person (excluding the
         Company, any employee benefit plan or related trust of the Company or
         such corporation resulting from such reorganization, merger or
         consolidation and any Person beneficially owning, immediately prior to
         such reorganization,

                                        8

<PAGE>



         merger of consolidation, directly or indirectly, twenty percent (20%)
         or more of the Common Shares of the Company) beneficially owns,
         directly or indirectly twenty percent (20%) or more of the then
         outstanding shares of common shares of the company resulting from such
         reorganization, merger or consolidation, and (c) at least a majority of
         the members of the board of directors of the company resulting from
         such reorganization, merger or consolidation were members of the
         Incumbent Board at the time of the execution of the initial agreement
         providing for such reorganization, merger of consolidation; or

                  (iv) The shareholders of the Company approve (a) a complete
         liquidation or dissolution of the Company or (b) the sale or other
         disposition of all or substantially all of the assets of the Company.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMPANY" has the meaning specified in the introductory 
paragraph of this Agreement.

                  "COMPENSATION COMMITTEE" means the Compensation Committee of
the Board (or such other committee of the Board that may be responsible for
executive compensation).

                  "CONTINUATION PERIOD" has the meaning specified in SECTION 
9(a)(ii).

                  "EXCESS PARACHUTE PAYMENT" has the meaning specified in 
Section 280G of the Code.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934.

                  "EXCISE TAX" has the meaning specified in SECTION 9(b).

                  "EXECUTIVE" has the meaning specified in the introductory 
paragraph of this Agreement.

                  "GOOD REASON" shall mean the occurrence, without Executive's
prior written consent, of any one or more of the following:

                  (i) the assignment of Executive of any duties which result in
         an adverse change in Executive's position (including status, offices,
         titles, and reporting requirements), authority, duties, or other
         responsibilities with the Company, or any other action of the Company
         which results in a material adverse change in such position, authority,
         duties, or responsibilities, other than an insubstantial and
         inadvertent action which is remedied by the Company promptly after
         receipt of notice thereof given by Executive.

                  (ii) any relocation of Executive of more than 35 miles from
         the place where Executive was located at the time of the Change in
         Control, or

                                        9

<PAGE>



                  (iii) a reduction or elimination of any component of
         Executive's rate of compensation, including Base Salary.

                  "INCLUDING" means including without limitation.

                  "QUALIFYING TERMINATION" means the occurrence of any one or 
more of the following:

                  (i) The Company's termination of Executive's employment other
         than for Cause within 24 months following a Change in Control;

                  (ii) Executive's voluntary termination of employment for Good
         Reason within 24 months following a Change in Control; or

                  (iii) A successor of the Company fails to assume expressly the
         Company's entire obligations under this Agreement prior to becoming
         such a successor as required by SECTION 12(a)(ii).

                  A Qualifying Termination shall not include a termination of
         Executive's employment by reason of death, disability, Executive's
         voluntary termination other than for Good Reason or the Company's
         termination of Executive's employment for Cause. Notwithstanding the
         foregoing, if Executive's employment is terminated before a Change in
         Control and Executive can reasonably demonstrate that the termination
         by the Company or the actions constituting Good Reason for termination
         by the Executive were at the request of a third party who had indicated
         an intention or taken steps reasonably calculated to effect a Change in
         Control who then effects a Change in Control, then the date of the
         Change in Control shall be deemed to be the date immediately prior to
         Executive's termination of employment.

                  "SECTION" shall, unless the context otherwise requires, mean a
section of this Agreement.

                  "SUBSIDIARY" means a United States or foreign corporation with
respect to which the Company owns, directly or indirectly, 50% or more of the
then-outstanding common shares.

                  12. ASSIGNMENT.

                  (a) ASSIGNMENT BY THE COMPANY.

                  (i) This Agreement shall be binding upon, and shall inure to
         the benefit of, the Company and its successors. Any such successor
         shall be deemed to be the Company for all purposes of this Agreement.
         As used in this Agreement, the term "successor" shall mean any
         surviving corporation in a merger or consolidation, or any person,
         corporation, partnership, or other business entity which, whether by
         purchase or otherwise, acquires all

                                       10

<PAGE>



         or substantially all of the assets of the Company. Notwithstanding such
         assignment, the Company shall remain, with such successor, jointly and
         severally liable for all its obligations hereunder. Without limiting
         the generality of the foregoing, it is specifically agreed that an
         assignment of this Agreement by the Company will not diminish
         Executive's rights under SECTIONS 9 and 10 hereof.

                  (ii) The Company shall require any successor to assume
         expressly and agree to perform this Agreement in the same manner and to
         the same extent that the Company would be required to perform if no
         such succession were to take place.

                  (iii) Except as provided in this SECTION 12(a), this Agreement
         may not be assigned by the Company.

                  (b) EXECUTIVE'S SUCCESSORS. This Agreement shall inure to the
benefit of and be enforceable by Executive's personal or legal representatives,
executors, and administrators, successors, heirs, distributees, devisees, and
legatees. If Executive should die while any amounts payable to Executive under
this Agreement remain outstanding, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Beneficiary.

                  13. NOTICES. All notices required or permitted to be given
under this Agreement shall be in writing, signed by the party giving notice, and
sent by personal messenger, facsimile, overnight mail or deposited, postage
prepaid, certified mail, return receipt requested, in the United States mail,
and addressed as provided in Schedule A, if to the Employee and as follows, if
to the Company:

                           CenterPoint Properties Trust
                           1808 Swift Road
                           Oak Brook, IL  60523-1501
                           Facsimile:  630-586-8010

                  Notices sent by personal messenger, facsimile or overnight
mail shall be deemed received upon delivery of same. Notices sent by United
States mail shall be deemed received three (3) days after deposit in the United
States mail service.

                  14. ENTIRE AGREEMENT. This Agreement supersedes any prior
agreements or understandings, oral or written, between Executive and the
Company, with respect to the subject matter hereof and constitutes the entire
agreement of the parties with respect thereto. The captions of this Agreement
are not part of the provisions hereof and shall be of no effect.

                  15. ENFORCEMENT. The Company shall reimburse Executive for the
reasonable fees and expenses (including legal fees) incurred in connection with
the enforcement of Executive's right to receive payments hereunder in the event
that Executive successfully recovers any such

                                       11

<PAGE>



payments.

                  16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois.

                  17. SEVERABILITY. If any provision of this agreement shall be
held invalid or unenforceable, the remainder shall remain in full force and
effect.

                  18. TITLES AND HEADINGS. Titles and headings to paragraphs
herein are for purposes of reference only and in no way shall limit, define or
otherwise affect the provisions hereof.

                  19. COUNTERPARTS.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed to be an original, but all of 
which together will constitute one and the same Agreement.

                                    * * * * *

                                       12

<PAGE>



                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year written above.

                               /s/ ROCKFORD O. KOTTKA
                               -------------------------
                               Rockford O. Kottka



                               CENTERPOINT PROPERTIES TRUST


                               By:  /s/ JOHN S. GATES
                                    --------------------------------------
                               Its:  President
                                    --------------------------------------



                                       13

<PAGE>



                                                                      SCHEDULE A



NAME:                               Rockford O. Kottka

ADDRESS:                            224 Crabapple Lane, Valparaiso, IN  46383


TITLE:                              Senior Vice President and Treasurer

RESPONSIBILITIES:

Responsible for all accounting policies and processes, accounting internal
controls and procedures, taxes, corporate finance, cash management and financial
reporting, ensuring the integrity of the company's financial reports and those
of its affiliates. Responsible for management and administration of Human
Resources and employee benefits.

-    Manages the internal and external reporting process for CenterPoint's 
     financial position and results of operations 
-    Serves as member of the Investment Committee 
-    Manages and staffs the accounting department to meet both internal and 
     external financial reporting requirements and operational needs 
-    Coordinates tax issues, income tax return preparation, outside audits and 
     reporting requirements in compliance with GAAP and SEC requirements 
-    Manages Human Resources, non-executive staffing, training programs, 
     employee benefits and policy and legal issues pertaining to employees 
-    Completes work consistent with corporate processes and policies 
-    Reviews and proposes transaction structures for consistency with GAAP and
     tax reporting policies
-    Reviews, manages and evaluates daily cash flow; arranges for short-term 
     investment of cash balances or short-range financing as appropriate and 
     meet operational and capital needs 
-    Analysis and documentation of corporate and property variances,
     communicating findings to peers 
-    Develops the budgeting schedule for key budget process dates and 
     distributes the schedule to property operations 
-    Presents strategic investment and operational assumptions to the Investment
-    Committee for approval during the budget review process 
-    Reports and communicates to the CenterPoint's audit
     committee 
-    Prescribes an adequate system of internal controls to assure proper 
     stewardship of assets and to assure accuracy, and adequacy of, accounting 
     records and documentation; including appropriate procedures,
     manuals and standard practice instruction 
-    Directs an adequate internal audit function to assure compliance with 
     control and accounting policies and procedures and effectiveness of 
     management control  
-    Secures certification of financial results by the outside audit firm by
     serving as the principle contact for, and cooperating appropriately with,
     the audit firm 
-    Keeps abreast of current developments and strategies in the areas of REIT 
     and real estate taxation




                                        1

<PAGE>



     accounting and financial reporting
-    Oversees the cash management function, ensuring cash is properly
     safeguarded and is efficiently managed, resulting in maximum investment
     returns 
-    Signs off approval at the completion of due diligence for
     proposed acquisition deals 
-    Understands and works toward the Zero Tenant Unhappiness standard








BASE SALARY:                        $ 135,000.00


CASH INCENTIVE TARGET PERCENTAGE:

Target = 35% of base salary

STOCK OPTION PLAN TARGET GRANT AND RANGE:

35,000 Options at market price determined by the compensation committee.
"Minimum" and "Maximum" range to be determined annually by compensation.
















                                        2

<PAGE>



                                                                       EXHIBIT A


         NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT


                  THIS AGREEMENT is made this ______ day of _____________, 1999
by and between __________ (the "Executive") and CENTERPOINT PROPERTIES TRUST, a
Maryland business trust (the "Company").

                                    RECITALS

                  A. The Company is engaged in the business of owning, managing,
operating and leasing real estate, primarily warehouse, airport and industrial
property.

                  B. The Executive and the Company are entering into an
Employment and Severance Agreement dated of even date herewith (the "EMPLOYMENT
AGREEMENT") which provides that the Executive will hold the position of
__________ within the Company.

                  C. The Executive recognizes and acknowledges that the business
of the Company is highly competitive and that by reason of his employment by the
Company he has and will continue to have access to confidential and proprietary
information regarding the Company and its business.

                  D. As a condition to the Company entering into the Employment
Agreement, in order to protect the Company's business relationships and good
will, and to guard against conflicts of interest the Executive is willing to
enter into this Agreement.

                  In consideration of the foregoing recitals and the mutual
promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

                  1. COVENANT NOT TO COMPETE. The Executive agrees that during
the term of his employment with the Company and for a period of two years
thereafter (the "NON- COMPETITION PERIOD"), he will not anywhere where the
Company or any of its subsidiaries or affiliates does business or contemplates
doing business directly or indirectly, manage, operate, join, control, be
employed by or participate in the ownership, management, operation or control,
or be connected personally in any manner with any business which primarily
acquires, owns, develops, operates, leases and/or manages industrial, warehouse
or airport real estate for development and investment purposes or any business
which provides consulting, leasing,




                                        1

<PAGE>



management, or brokerage services to such businesses (the "Real Estate
Business"), subject to the following exceptions:

                  A. the Executive may continue to be a limited partner in any 
limited partnership engaged in the Real Estate Business in which he is a limited
partner on the date of this Agreement, and

                  B. the Executive may engage in such other activities related
to the Real Estate business as the Company's independent directors from time to
time may approve; provided that in no event shall any such activities interfere
with the performance of the Executive's duties under the Employment Agreement.

                  2. NON-SOLICITATION. During the Non-competition Period, the
Executive shall not (a) induce or attempt to induce any employee of the Company
or any of its subsidiaries to leave the employ of the Company or any of its
subsidiaries, or in any way interfere with the relationship between the Company
or any of its subsidiaries and any employee thereof, (b) hire directly or
through another entity any person who was an employee of the Company or any of
its subsidiaries at any time during the Non-competition Period, or (c) induce or
attempt to induce any customer, supplier, licensee or other business relation of
the Company or any of its subsidiaries to cease doing business with the Company
or any of its subsidiaries, or in any way interfere with the relationship
between any such customer, supplier, licensee or business relation with the
Company or any of its subsidiaries.

                  3.  NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.

                  (a) The Executive shall not disclose or use at any time,
either during his employment with the Company or thereafter, any Confidential
Information (as defined below) of which Executive is or becomes aware, whether
or not such information is developed by him, except to the extent that such
disclosure or use is directly related to and required by the Executive's
performance of duties assigned to Executive by the Company. The Executive shall
take all appropriate steps to safeguard Confidential Information and to protect
it against disclosure, misuse, espionage, loss and theft.

                  (b) As used in this Agreement, the term "Confidential
Information" means information that is not generally known to the public and
that is used, developed or obtained by the Company and its subsidiaries in
connection with their business. Confidential Information shall not include any
information that has been published in a form generally available to the public
prior to the date the Executive proposes to disclose or use such information.
Information shall not be deemed to have been published merely because individual
portions of the information have been separately published, but only if all
material features comprising such




                                        2

<PAGE>



information have been published in combination.

                  4. SPECIFIC PERFORMANCE. The parties agree that the
Executive's services are of a special, unique and extraordinary character, that
it would be extremely difficult to quantify the money damages which would accrue
to the Company by reason of the Executive's failure to perform any of his
obligations under this Agreement, that it would be extremely difficult to
replace such services, and that any violation of the provisions of this
paragraph would be likely to be highly injurious to the Company. By reason of
the foregoing, the Executive consents and agrees that if he violates any of the
provisions of this Agreement the Company shall be entitled, in addition to any
other rights and remedies that it may have including money damages to apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any continuing
violation of the provisions hereof. Therefore, if the Company shall institute
any action or proceeding to enforce the provisions of this Agreement against the
Executive, the Executive hereby waives the claim or defense that there is an
adequate remedy at law and agrees in any such action or proceeding not to
interpose the claim or defense that such remedy exists at law. The parties
hereby specifically affirm the appropriateness of injunctive or other equitable
relief in any such action.

                  5. MODIFICATION. If in connection with any action taken by the
Company to enforce the provisions of this Agreement, a court shall hold that all
or any portion of the restrictions contained herein are unreasonable under the
circumstances then existing so as to render such restrictions invalid or
unenforceable, the parties agree that any court of competent jurisdiction may
reform such unreasonable restrictions to the extent necessary to make such
restrictions reasonable under the circumstances then existing so as to render
such restrictions both valid an enforceable.

                  6. BREACH. In the event that the Company hereafter believes
that the Executive has breached any of the covenants of this Agreement, it shall
notify the Executive of such alleged breach, setting forth the substance of said
alleged breach. Within ten (10) days from receipt by the Executive of such
notice, the Executive either shall remedy said alleged breach or provide the
Company with evidence that the activity concerned was permitted by the
provisions of this Agreement.

                  7. NOTICES. All notice required or permitted to be given under
this Agreement shall be sufficient if in writing and mailed by certified or
registered mail, return receipt requested and postage prepaid, addressed as
follows or to such other address as either party shall have notified the other.




                                        3

<PAGE>




                  If to the Executive:

                  [Name]
                  [Address]

                  If to the Company:

                  CenterPoint Properties Trust
                  1808 Swift Road
                  Oak Brook, IL  60523-1501
                  Facsimile:  630-586-8010

                  8. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois.

                  9. PARTIAL INVALIDITY. If any provision of this Agreement
shall be held invalid or unenforceable, the remainder nevertheless shall remain
in full force and effect. If any provision is held invalid or unenforceable with
respect to particular circumstances, it nevertheless shall remain in full force
and effect in all other circumstances.

                  10. BENEFIT. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and assigns, and upon all
persons, corporations or entities which shall engage in the business herein
contemplated under the control and direction of the parties.

                  11. ENTIRE AGREEMENT. This Agreement and the documents
incorporated herein by reference contain the entire agreement and understanding
of the parties, and no representations promises, agreements or any
understanding, written or oral, not contained herein shall be of any force or
effect.

                  12. MODIFICATIONS AND WAIVERS. No change, modification or
waiver of any provision of this Agreement shall be valid or binding unless it is
in writing dated subsequent to the date hereof, and signed by the party intended
to be bound. No waiver of any breach, term or condition of this Agreement by
either party shall constitute a subsequent waiver of the same or any other
breach, term or condition.

                                    * * * * *




                                        4

<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                               ----------------------------------------
                               [Executive]



                               CENTERPOINT PROPERTIES TRUST


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






                                        5



<PAGE>

                       EMPLOYMENT AND SEVERANCE AGREEMENT

                  THIS EMPLOYMENT AND SEVERANCE AGREEMENT (the "AGREEMENT") is
entered into as of the 12th day of March, 1999, by and between Paul T. Ahern
("EXECUTIVE") and CENTERPOINT PROPERTIES TRUST, a Maryland business trust (the
"COMPANY"). Certain terms used herein are defined in SECTION 11.

                                    RECITALS

                  A. The Company is in the business of owning, managing, 
acquiring, leasing and developing real estate.

                  B. Executive is knowledgeable and experienced in certain
aspects of the Company's business.

                  C. The Company desires to employ Executive, and Executive
desires to accept such employment with the Company, in each case upon the terms
and subject to the conditions hereinafter provided.

                  D. The Company recognizes that the possibility of a change in
control of the Company may result in the departure or distraction of management
to the detriment of the Company and its share owners.

                  E. The Company wishes to assure Executive of certain benefits
should Executive's employment terminate following a change in control of the
Company.

                  In consideration of the foregoing recitals and mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

                  1. EMPLOYMENT. The Company hereby agrees to employ Executive 
for the term of this Agreement, and Executive hereby agrees to accept such 
employment.

                  2. DUTIES. Executive shall serve in the capacity listed on
SCHEDULE A, with the executive duties generally associated with such position,
together with such further and additional duties of an executive nature as from
time to time may be assigned to him by the person or body specified in SCHEDULE
A, to whom he is to report. Executive shall report directly to the person or
body specified in SCHEDULE A and shall be furnished with office space,
secretarial support and other assistance reasonably necessary to carry out his
duties. During the term of this Agreement, Executive will devote his best
efforts and his full business time and attention (exclusive of vacation



<PAGE>



periods, holidays or periods of illness or incapacity) to the business of the
Company and his duties hereunder; provided, however, that Executive may devote a
reasonable amount of his time to industry, civic and community matters.

                  3. TERM. This Agreement shall continue in full force and
effect for a period of five years from the date hereof unless earlier terminated
as provided in SECTION 4. Upon a Change in Control, the term of this Agreement
shall automatically be extended to the extent necessary so that the term will
end no sooner than 24 months after such Change in Control.

                  4. TERMINATION. This Agreement shall terminate prior to the
term specified in SECTION 3 hereof:

                  (a) if Executive shall die or if the Board of Directors
determines based upon reasonable medical evidence that he is no longer able to
adequately perform his duties due to disability;

                  (b) at the Company's election other than for Cause, upon
delivery to Executive of 60 days advance written notice by the Company of its
intent to terminate;

                  (c) at the Company's election for Cause; and

                  (d) at Executive's election, upon delivery to the Company of
six months advance written notice by Executive of Executive's intent to
terminate this Agreement (except that such advance notice shall not be required
after a Change in Control).

                  5. BASE SALARY. In consideration of the services rendered by
Executive hereunder, the Company agrees to pay to Executive a base salary (the
"BASE SALARY") payable in equal monthly installments. The Base Salary shall be
as provided in SCHEDULE A until the next annual review thereof by the Board and
thereafter shall be subject to annual review and increase by the Board at its
sole discretion.

                  6. STOCK AND BONUS PLANS. Executive shall be entitled to
participate in the 1993 Stock Option Plan, as amended, and incentive cash bonus
plan established by the Company for its executive and managerial employees.
Executive's bonus and stock option grant target and range shall be as provided
in SCHEDULE A hereto until the next annual review thereof by the Board and
thereafter shall be subject to annual review by the Compensation Committee of
the Board at its sole discretion. Actual annual bonus and option grants will be
based on Executive's performance and the results of the Company with respect to
annual goals, as determined by the Compensation Committee of the Board and
approved by the Board of Trustees in its discretion.

                  7. OTHER BENEFITS. Executive shall be entitled to the
following benefits, and specific benefits listed in SCHEDULE A attached hereto:

                                        2

<PAGE>



                  (a) life, disability, medical insurance and other benefit
plans which the Company maintains for the benefit of its executive and
managerial employees;

                  (b) participation in the Company's qualified 401(k) plan;

                  (c) paid vacations and holidays in accordance with polices
established by the Company for its executive and managerial employees;

                  (d) reimbursement for such travel, entertainment and other
business expenses reasonably incurred by Executive in connection with the
performance of his duties hereunder upon presentation by Executive to the
Company of substantiating evidence thereof in such form as the Company may
reasonably require;

                  (e) recognizing that business promotion and entertainment of
clients and prospective clients are important aspect of Executive's job
responsibilities, the Company will pay club dues, membership fees and other
related or similar club expenses, including, without limitation, initiation fees
and entertainment expenses for memberships in such professional or social clubs
or other organizations (in addition to any specified in SCHEDULE A) as the Chief
Executive Officer in his discretion deems appropriate;

                  (f) use of an automobile, provided by the Company and
consistent with its policy, including a car phone, automotive insurance coverage
and reimbursement for maintenance; and

                  (g) reimbursement for reasonable tax preparation costs.

                  In addition to the foregoing benefits, the Company will use
its best efforts to obtain and maintain directors' and officers' liability
insurance for the benefit of Executive and the other directors and officers of
the Company.

                  8.  PAYMENTS ON TERMINATION. Except as otherwise provided in 
SECTION 9 of this Agreement,

                  (a) On termination of this Agreement, the Company shall pay to
Executive that portion of Executive's Base Salary payable through the effective
date of the termination.

                  (b) If this Agreement is terminated pursuant to SECTION 4(a)
or 4(b) prior to the end of a year and such termination is not a Qualifying
Termination, the Company shall pay to Executive a pro-rated incentive equal to:

                  (i) Executive's annual cash bonus for the prior year, 
multiplied by

                  (ii)a fraction, (A) the numerator of which is the number of 
calendar months

                                        3

<PAGE>



         (counting a partial calendar month as a full month) that have elapsed
         (in the calendar year in which Executive's effective date of
         termination occurs) prior to (x) in the case of termination pursuant to
         SECTION 4(a), the date of Executive's death or disability or (y) in the
         case of termination pursuant to SECTION 4(b), the effective date of
         termination, and (B) and the denominator of which is 12.

                  (c) In the case of a termination pursuant to SECTION 4(b)
hereof that is not a Qualifying Termination, Executive shall be entitled to a
monthly payment equal to his monthly salary at the time of termination plus
one-twelfth of his prior year bonus payable for a period of 24 months following
the effective date of termination.

                  (d) In the case of any termination, all vested stock options
held by Executive shall, except as otherwise provided in such options or in the
plan governing them, remain exercisable for 90 days thereafter and in the case
of a termination pursuant to SECTION 4(a) or SECTION 4(b) all unvested stock
options and restricted stock held by Executive shall vest immediately.

                  9. CHANGE IN CONTROL PAYMENTS.

                  (a) BENEFITS PAYABLE. In the event Executive has a Qualifying
Termination, the Company shall provide Executive all of the following severance
benefits ("SEVERANCE BENEFITS"):

                  (i)      The Company shall pay to Executive each of the
                           following:

                           (A) The amounts specified in SECTION 8(a) and SECTION
8(b).

                           (B) Three times Executive's Base Salary in
                               effect upon the date of the Qualifying
                               Termination or, if greater, three times
                               Executive's Base Salary in effect
                               immediately prior to the occurrence of the
                               Change of Control.

                           (C) Three times Executive's prior year cash bonus.

                           (D) Payment or reimbursement (at Executive's option) 
                               for outplacement services of a scope and nature
                               customary for executives holding comparable
                               positions and provided by a
                               nationally-recognized outplacement firm of
                               Executive's selection, for a period of up to two
                               years commencing on the date of Executive's
                               Qualifying Termination. Notwithstanding the
                               foregoing, the aggregate amount of such
                               reimbursement shall not exceed 25% of
                               Executive's Base Salary as of the date of the
                               Qualifying Termination.

                           (E) All other compensation and benefits to which
                               Executive has a vested

                                        4

<PAGE>



                               right on the date of the Qualifying
                               Termination, except to the extent Executive
                               elects to receive payment of such
                               compensation at a later date.

                  (ii) The Company shall continue Executive's health benefit
         coverage (at the same cost to Executive, and at the same coverage
         level, as in effect as of the date of the Qualifying Termination) for
         36 months from the date of the Qualifying Termination (the
         "CONTINUATION PERIOD"). The required COBRA health benefit continuation
         period shall begin concurrently with the start of this benefit
         continuation period, subject to the following: Except as otherwise
         required by COBRA, the providing of this post-employment health benefit
         coverage by the Company shall be discontinued prior to the end of the
         Continuation Period to the extent that similar benefits are available
         to Executive from a subsequent employer, as determined by the Board or
         the Compensation Committee in the exercise of good faith and reasonable
         judgment, except that, to the extent such subsequent coverage excludes
         (or would exclude) preexisting conditions, such post-employment
         coverage shall be continued. Executive shall from time to time promptly
         provide the Board written notice, in reasonable detail, of the
         availability of health benefit coverage from a subsequent employer.

                  (iii) Executive shall have the rights specified in SECTION
         8(d), with a Qualifying Termination for Good Reason being treated for
         such purposes as a termination pursuant to SECTION 4(b).

                  (iv) All of the Severance Benefits described in SECTION
         9(a)(i) shall be paid in cash to Executive in a single lump sum as soon
         as possible after the effective date of the Qualifying Termination (but
         in no event more than 10 days after such date), except that the
         Severance Benefits described in SECTION 9(a)(i)(d) shall be paid or
         reimbursed to Executive promptly following submission of an invoice of
         the firm providing the outplacement services described in such
         subsection. Executive shall not be obligated to seek other employment
         or take any other action to mitigate the amounts payable to Executive
         under this Agreement.

                  (b) EXCISE TAX PAYMENT. If any portion of the amounts payable
under SECTION 9(a), or under any other agreement with, or plan of the Company,
including stock options, restricted stock, or other long-term incentives or
compensation arrangements would constitute an Excess Parachute Payment, such
that an excise tax is payable under Section 4999 of the Code in respect of such
amounts, then the Company shall pay to Executive, in cash, an additional amount
equal to such excise tax and any interest or penalties incurred by Executive
with respect thereto (collectively, "EXCISE TAX"), together with any federal and
state income, employment and other excise taxes payable by Executive in respect
of such payment (and to cover the resulting income, employment, and other excise
taxes resulting from each successive payment, and so on as necessary to
completely offset the Excise Tax impact). For this purpose, Executive shall be
deemed to be subject to the highest marginal rate of federal and state taxes in
effect for the taxable period or periods in which such taxes, interest or
penalties are imposed, and the federal deduction for state taxes paid shall be

                                        5

<PAGE>



determined in accordance with Section 68 of the Code, but shall preserve the
Executive's existing deduction for state taxes, if any, with respect to payments
other than Excise Tax Payments. This payment shall be made as soon as possible
following the date of Executive's Qualifying Termination, but in no event later
than 30 calendar days after such date.

                  (c) SUBSEQUENT RECALCULATION OF EXCISE TAX PAYMENT.

                  (i) In the event it is finally determined by the IRS that the
         Excise Tax payable by Executive is greater than the amount computed
         pursuant to SECTION 9(b), the Company shall reimburse Executive for any
         additional amount necessary to make Executive whole (less any amounts
         received by Executive that Executive would not have received had the
         computations initially been computed as subsequently adjusted),
         including the value of any underpaid Excise Tax due to the IRS.

                  (ii) In the event it is finally determined by the IRS that the
         Excise Tax payable by Executive is less than the amount computed
         pursuant to SECTION 9(b), Executive shall promptly reimburse the
         Company for any amounts Executive received pursuant to SECTION 9(b) in
         excess of the amount necessary to offset all of the Excise Tax impact,
         including the value of any excise, income and employment taxes. If
         Executive fails promptly to so reimburse the Company, the Company, in
         addition to any other remedies available to it, shall be entitled to
         reduce the amount of any payments due Executive by the amount required
         to be reimbursed.

                  (iii) Each party shall promptly give the other notice of any
         IRS inquiry, examination, claim or refund with respect to the
         applicable or amount of Exercise Tax payable by Executive, and the
         parties shall cooperate with each other in resolving any issues thereon
         raised by the IRS.

                  10. COMPETITION AND CONFLICTS OF INTEREST. In consideration of
the benefits of this Agreement to him, Executive agrees, simultaneously with the
execution hereof to enter into a Non-Competition, Non-Solicitation and
Confidentiality Agreement in the form annexed hereto as EXHIBIT A.

                  11. DEFINITIONS.

                  "BENEFICIARY" means, except where otherwise required by the
Employee Retirement Income Security Act of 1974 or the terms of an applicable
employee benefit plan, the person or persons designated by Executive, in a
writing provided to the Company prior to Executive's death, to receive amounts
payable to Executive under this Agreement. Subject to such exception, in the
absence of such a written beneficiary designation, the Beneficiary shall be
Executive's surviving spouse, or if none, Executive's estate.


                                        6

<PAGE>



                  "BOARD" means the Board of Trustees of the Company.

                  "CAUSE" means the occurrence of any one or more of the
following as determined in the good faith and reasonable judgment of the Board:

                  (i) Executive's conviction for committing an act of fraud,
         embezzlement, theft, or any other act constituting a felony involving
         moral turpitude or causing material harm, financial or otherwise, to
         the Company,

                  (ii) a demonstrably willful and deliberate act or failure to
         act which is committed in bad faith, without reasonable belief that
         such action or inaction is in the best interests of the Company, which
         causes material harm, financial or otherwise, to the Company, or

                  (iii) the consistent gross neglect of duties, or wanton
         negligence by Executive in the performance of Executive's duties under
         this Agreement or, prior to a Change in Control, consistent refusal to
         use reasonable efforts to perform Executive's duties or comply with
         Company policies.

                  A termination of Executive's employment shall not be deemed to
         be for Cause unless each of the following conditions is satisfied:

                  (i) Written notice is provided to Executive not less than 15
         days prior to the date of termination setting forth the Company's
         intention to consider terminating Executive, including a statement of
         the intended date of termination and a detailed description of the
         specific facts that the Company believes to constitute Cause;

                  (ii) None of the acts or omissions of Executive which the
         Company believes to constitute Cause shall have occurred more than 12
         months before the earliest date on which any member of the Board who is
         not a party to the act or omission, knew or should have known of such
         act or omission;

                  (iii) Executive is offered an opportunity to respond to such
         statement by appearing in person, together with Executive's legal
         counsel, before the Board prior to the date of termination;

                  (iv) By the affirmative vote of at least 75% of all the
         non-employee members of the Board, the Board determines that the
         specified actions of Executive constituted Cause and that Executive's
         employment should accordingly be terminated for Cause; and

                  (v) The Company provides Executive a copy of the Board's
         written determination setting forth in full specifically the basis of
         such termination for Cause.

                  By determination of the Board, the Company may suspend 
Executive from his duties

                                       7

<PAGE>



         for a period of up to 30 days with full pay and benefits hereunder
         during the period of time in which the Board is making a determination
         as to whether to terminate Executive for Cause. Any purported
         termination for Cause by the Company which does not satisfy each
         substantive and procedural requirement of this definition shall be
         treated for all purposes under this Agreement as a termination by the
         Company without Cause.

                  "CHANGE IN CONTROL" means the first to occur of any one or 
         more of the following:

                  (i) Any individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT") (a "PERSON") acquires beneficial ownership
         (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
         of twenty percent (20%) or more of the then outstanding voting
         securities of the Company; provided, however, that the following
         acquisitions shall not constitute a Change in Control: (a) any
         acquisition directly from the Company (excluding an acquisition by
         virtue of the exercise of conversion rights), (b) any acquisition by
         the Company, or (c) any acquisition by any employee benefit plan (or
         related trust) sponsored or maintained by the Company; or

                  (ii) Individuals who, as of the date hereof, constitute the
         Board of Directors of the Company (the "INCUMBENT BOARD") cease for any
         reason to constitute at least a majority of the Board of Directors or
         the Company; provided, however, that any individual becoming a director
         subsequent to the date hereof whose nomination for election by the
         Company's shareholders was approved by a vote of at least a majority of
         the directors then comprising the Incumbent Board shall be considered
         as though such individual were a member of the Incumbent Board, unless
         such individual's initial assumption of office occurs as a result of
         either an actual or threatened election contest (as such terms are used
         in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
         other actual or threatened solicitation of proxies or consents by or on
         behalf of a person other than the Board of Directors; or

                  (iii) The shareholders of the Company approve a
         reorganization, merger or consolidation, unless, following such
         reorganization, merger or consolidation, (a) more than sixty percent
         (60%) of the then outstanding shares of common stock of the corporation
         resulting from such reorganization, merger of consolidation and the
         combined voting power of the then outstanding voting securities of such
         corporation entitled to vote generally in the election of directors is
         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners of the outstanding Common Shares of the Company
         immediately prior to such reorganization, merger of consolidation in
         substantially the same proportions as their ownership, immediately
         prior to such reorganization, merger or consolidation, of the
         outstanding Common Shares of the Company, (b) no Person (excluding the
         Company, any employee benefit plan or related trust of the Company or
         such corporation resulting from such reorganization, merger or
         consolidation and any Person beneficially owning, immediately prior to
         such reorganization,

                                        8

<PAGE>



         merger of consolidation, directly or indirectly, twenty percent (20%)
         or more of the Common Shares of the Company) beneficially owns,
         directly or indirectly twenty percent (20%) or more of the then
         outstanding shares of common shares of the company resulting from such
         reorganization, merger or consolidation, and (c) at least a majority of
         the members of the board of directors of the company resulting from
         such reorganization, merger or consolidation were members of the
         Incumbent Board at the time of the execution of the initial agreement
         providing for such reorganization, merger of consolidation; or

                  (iv) The shareholders of the Company approve (a) a complete
         liquidation or dissolution of the Company or (b) the sale or other
         disposition of all or substantially all of the assets of the Company.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMPANY" has the meaning specified in the introductory 
paragraph of this Agreement.

                  "COMPENSATION COMMITTEE" means the Compensation Committee of
the Board (or such other committee of the Board that may be responsible for
executive compensation).

                  "CONTINUATION PERIOD" has the meaning specified in SECTION 
9(A)(II).

                  "EXCESS PARACHUTE PAYMENT" has the meaning specified in 
Section 280G of the Code.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934.

                  "EXCISE TAX" has the meaning specified in SECTION 9(B).

                  "EXECUTIVE" has the meaning specified in the introductory 
paragraph of this Agreement.

                  "GOOD REASON" shall mean the occurrence, without Executive's
prior written consent, of any one or more of the following:

                  (i) the assignment of Executive of any duties which result in
         an adverse change in Executive's position (including status, offices,
         titles, and reporting requirements), authority, duties, or other
         responsibilities with the Company, or any other action of the Company
         which results in a material adverse change in such position, authority,
         duties, or responsibilities, other than an insubstantial and
         inadvertent action which is remedied by the Company promptly after
         receipt of notice thereof given by Executive.

                  (ii) any relocation of Executive of more than 35 miles from
         the place where Executive was located at the time of the Change in
         Control, or

                                        9

<PAGE>



                  (iii) a reduction or elimination of any component of
         Executive's rate of compensation, including Base Salary.

                  "INCLUDING" means including without limitation.

                  "QUALIFYING TERMINATION" means the occurrence of any one or 
         more of the following:

                  (i) The Company's termination of Executive's employment other
         than for Cause within 24 months following a Change in Control;

                  (ii) Executive's voluntary termination of employment for Good
         Reason within 24 months following a Change in Control; or

                  (iii) A successor of the Company fails to assume expressly the
         Company's entire obligations under this Agreement prior to becoming
         such a successor as required by SECTION 12(a)(ii).

                  A Qualifying Termination shall not include a termination of
         Executive's employment by reason of death, disability, Executive's
         voluntary termination other than for Good Reason or the Company's
         termination of Executive's employment for Cause. Notwithstanding the
         foregoing, if Executive's employment is terminated before a Change in
         Control and Executive can reasonably demonstrate that the termination
         by the Company or the actions constituting Good Reason for termination
         by the Executive were at the request of a third party who had indicated
         an intention or taken steps reasonably calculated to effect a Change in
         Control who then effects a Change in Control, then the date of the
         Change in Control shall be deemed to be the date immediately prior to
         Executive's termination of employment.

                  "SECTION" shall, unless the context otherwise requires, mean a
section of this Agreement.

                  "SUBSIDIARY" means a United States or foreign corporation with
respect to which the Company owns, directly or indirectly, 50% or more of the
then-outstanding common shares.

                  12. ASSIGNMENT.

                  (a) ASSIGNMENT BY THE COMPANY.

                  (i) This Agreement shall be binding upon, and shall inure to
         the benefit of, the Company and its successors. Any such successor
         shall be deemed to be the Company for all purposes of this Agreement.
         As used in this Agreement, the term "successor" shall mean any
         surviving corporation in a merger or consolidation, or any person,
         corporation, partnership, or other business entity which, whether by
         purchase or otherwise, acquires all

                                       10

<PAGE>



         or substantially all of the assets of the Company. Notwithstanding such
         assignment, the Company shall remain, with such successor, jointly and
         severally liable for all its obligations hereunder. Without limiting
         the generality of the foregoing, it is specifically agreed that an
         assignment of this Agreement by the Company will not diminish
         Executive's rights under SECTIONS 9 and 10 hereof.

                  (ii) The Company shall require any successor to assume
         expressly and agree to perform this Agreement in the same manner and to
         the same extent that the Company would be required to perform if no
         such succession were to take place.

                  (iii) Except as provided in this SECTION 12(a), this Agreement
         may not be assigned by the Company.

                  (b) EXECUTIVE'S SUCCESSORS. This Agreement shall inure to the
benefit of and be enforceable by Executive's personal or legal representatives,
executors, and administrators, successors, heirs, distributees, devisees, and
legatees. If Executive should die while any amounts payable to Executive under
this Agreement remain outstanding, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Beneficiary.

                  13. NOTICES. All notices required or permitted to be given
under this Agreement shall be in writing, signed by the party giving notice, and
sent by personal messenger, facsimile, overnight mail or deposited, postage
prepaid, certified mail, return receipt requested, in the United States mail,
and addressed as provided in Schedule A, if to the Employee and as follows, if
to the Company:

                           CenterPoint Properties Trust
                           1808 Swift Road
                           Oak Brook, IL  60523-1501
                           Facsimile:  630-586-8010

                  Notices sent by personal messenger, facsimile or overnight
mail shall be deemed received upon delivery of same. Notices sent by United
States mail shall be deemed received three (3) days after deposit in the United
States mail service.

                  14. ENTIRE AGREEMENT. This Agreement supersedes any prior
agreements or understandings, oral or written, between Executive and the
Company, with respect to the subject matter hereof and constitutes the entire
agreement of the parties with respect thereto. The captions of this Agreement
are not part of the provisions hereof and shall be of no effect.

                  15. ENFORCEMENT. The Company shall reimburse Executive for the
reasonable fees and expenses (including legal fees) incurred in connection with
the enforcement of Executive's right to receive payments hereunder in the event
that Executive successfully recovers any such payments.

                                       11

<PAGE>



                  16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois.

                  17. SEVERABILITY. If any provision of this agreement shall be
held invalid or unenforceable, the remainder shall remain in full force and
effect.

                  18. TITLES AND HEADINGS. Titles and headings to paragraphs
herein are for purposes of reference only and in no way shall limit, define or
otherwise affect the provisions hereof.

                  19. COUNTERPARTS.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed to be an original, but all of
which together will constitute one and the same Agreement.

                                    * * * * *

                                       12

<PAGE>



                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year written above.

                                  /s/ PAUL T. AHERN
                                  -------------------------
                                  Paul T. Ahern



                                  CENTERPOINT PROPERTIES TRUST


                                  By:  /s/ JOHN S. GATES
                                       --------------------------------------
                                  Its: President
                                       --------------------------------------


                                       13

<PAGE>



                                                                      SCHEDULE A


NAME:                        Paul T. Ahern

ADDRESS:                     438 Dogwood Court, Deer Park, IL 60010

TITLE:                       Executive Vice President, Chief Investment Officer,
                             Director of Property Operations

RESPONSIBILITIES:

Ultimate responsibility for all portfolio property operations and functions
ensuring that the ZTU standard is achieved, properties are operated profitably
and efficiently, property assets are maintained in superior condition and
building occupancies are at maximum levels. Responsible for identifying,
preparing, marketing and executing all property dispositions as approved by the
investment committee and board

-    Maximizing portfolio occupancy 
-    Maximizing "same store growth" and rental rates
-    Maximizes and manages relationships and interaction with Industrial 
     Brokerage community 
-    Manages the Regional Managers and Property Managers in all aspects of their
     duties including property operations, building maintenance and leasing 
-    Manages and is ultimately responsible for all construction and other
     capital improvements pertaining to all properties in CenterPoint's
     portfolio 
-    Completes work consistent with corporate processes and
     policies 
-    Attends monthly variance meetings to keep apprised of
     property financial results, providing direction and guidance to steer a
     profitable and efficient course for property operations 
-    Fosters a culture of Zero Tenant Unhappiness 
-    Meets with tenants on outstanding/unresolved issues and works toward their 
     resolution 
-    Oversees lease deals and Regional Managers in complex tenant lease
     negotiations 
-    Directs property management in preparation of the
     annual operating budgets 
-    Reviews the property budgets several times with a final review after 
     expense recovery assumptions are input by accounting 
-    Coordinates the all-day (budget) review, prioritizing different projects by
     complexity of property and scheduling a half-day review of the budgets with
     appropriate Property Manager 
-    Presents the proposed budgets to the Investment Committee for final 
     approval
-    Evaluates and seeks appropriate approval (per Governance Policies)
     for all capital, income and expense variances 
-    Responsible for billing and collections tenant issues


BASE SALARY:                        $ 200,000.00

CASH INCENTIVE TARGET PERCENTAGE:
Target = 35% of base salary




                                        1

<PAGE>



STOCK OPTION PLAN TARGET GRANT AND RANGE:

35,000 Options at market price determined by the compensation committee.
"Minimum" and "Maximum" range to be determined annually by compensation
committee.

SPECIFIC BENEFITS:

-  Club memberships equivalent to the following dues and 
   business expenses to be paid by company:

   1. Winstone Country Club
















                                        2

<PAGE>



                                                                       EXHIBIT A


         NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT


                 THIS AGREEMENT is made this ______ day of _____________,
1999 by and between __________ (the "Executive") and CENTERPOINT PROPERTIES
TRUST, a Maryland business trust (the "Company").

                               RECITALS

                 A. The Company is engaged in the business of owning,
managing, operating and leasing real estate, primarily warehouse, airport
and industrial property.

                 B. The Executive and the Company are entering into an
Employment and Severance Agreement dated of even date herewith (the
"EMPLOYMENT AGREEMENT") which provides that the Executive will hold the
position of __________ within the Company.

                 C. The Executive recognizes and acknowledges that the
business of the Company is highly competitive and that by reason of his
employment by the Company he has and will continue to have access to
confidential and proprietary information regarding the Company and its
business.

                 D. As a condition to the Company entering into the
Employment Agreement, in order to protect the Company's business
relationships and good will, and to guard against conflicts of interest the
Executive is willing to enter into this Agreement.

                 In consideration of the foregoing recitals and the mutual
promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:

                 1. COVENANT NOT TO COMPETE. The Executive agrees that
during the term of his employment with the Company and for a period of two
years thereafter (the "NON-COMPETITION PERIOD"), he will not anywhere
where the Company or any of its subsidiaries or affiliates does business or
contemplates doing business directly or indirectly, manage, operate, join,
control, be employed by or participate in the ownership, management,
operation or control, or be connected personally in any manner with any
business which primarily acquires, owns, develops, operates, leases and/or
manages industrial, warehouse or airport real estate for development and
investment purposes or any business which provides




                                        1

<PAGE>



consulting, leasing, management , or brokerage services to such businesses
(the "Real Estate Business"), subject to the following exceptions:

                 A. the Executive may continue to be a limited partner in 
any limited partnership engaged in the Real Estate Business in which he is a
limited partner on the date of this Agreement, and

                 B. the Executive may engage in such other activities
related to the Real Estate business as the Company's independent directors
from time to time may approve; provided that in no event shall any such
activities interfere with the performance of the Executive's duties under
the Employment Agreement.

                 2. NON-SOLICITATION. During the Non-competition Period,
the Executive shall not (a) induce or attempt to induce any employee of the
Company or any of its subsidiaries to leave the employ of the Company or
any of its subsidiaries, or in any way interfere with the relationship
between the Company or any of its subsidiaries and any employee thereof,
(b) hire directly or through another entity any person who was an employee
of the Company or any of its subsidiaries at any time during the
Non-competition Period, or (c) induce or attempt to induce any customer,
supplier, licensee or other business relation of the Company or any of its
subsidiaries to cease doing business with the Company or any of its
subsidiaries, or in any way interfere with the relationship between any
such customer, supplier, licensee or business relation with the Company or
any of its subsidiaries.

                 3.  NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.

                 (a) The Executive shall not disclose or use at any time,
either during his employment with the Company or thereafter, any
Confidential Information (as defined below) of which Executive is or
becomes aware, whether or not such information is developed by him, except
to the extent that such disclosure or use is directly related to and
required by the Executive's performance of duties assigned to Executive by
the Company. The Executive shall take all appropriate steps to safeguard
Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft.

                 (b) As used in this Agreement, the term "Confidential
Information" means information that is not generally known to the public
and that is used, developed or obtained by the Company and its subsidiaries
in connection with their business. Confidential Information shall not
include any information that has been published in a form generally
available to the public prior to the date the Executive proposes to
disclose or use such information. Information shall not be deemed to have
been published merely because individual portions of the information have
been separately published, but only if all material




                                        2

<PAGE>



features comprising such information have been published in combination.

                 4. SPECIFIC PERFORMANCE. The parties agree that the
Executive's services are of a special, unique and extraordinary character,
that it would be extremely difficult to quantify the money damages which
would accrue to the Company by reason of the Executive's failure to perform
any of his obligations under this Agreement, that it would be extremely
difficult to replace such services, and that any violation of the
provisions of this paragraph would be likely to be highly injurious to the
Company. By reason of the foregoing, the Executive consents and agrees that
if he violates any of the provisions of this Agreement the Company shall be
entitled, in addition to any other rights and remedies that it may have
including money damages to apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive or other relief in
order to enforce or prevent any continuing violation of the provisions
hereof. Therefore, if the Company shall institute any action or proceeding
to enforce the provisions of this Agreement against the Executive, the
Executive hereby waives the claim or defense that there is an adequate
remedy at law and agrees in any such action or proceeding not to interpose
the claim or defense that such remedy exists at law. The parties hereby
specifically affirm the appropriateness of injunctive or other equitable
relief in any such action.

                 5. MODIFICATION. If in connection with any action taken by
the Company to enforce the provisions of this Agreement, a court shall hold
that all or any portion of the restrictions contained herein are
unreasonable under the circumstances then existing so as to render such
restrictions invalid or unenforceable, the parties agree that any court of
competent jurisdiction may reform such unreasonable restrictions to the
extent necessary to make such restrictions reasonable under the
circumstances then existing so as to render such restrictions both valid an
enforceable.

                 6. BREACH. In the event that the Company hereafter
believes that the Executive has breached any of the covenants of this
Agreement, it shall notify the Executive of such alleged breach, setting
forth the substance of said alleged breach. Within ten (10) days from
receipt by the Executive of such notice, the Executive either shall remedy
said alleged breach or provide the Company with evidence that the activity
concerned was permitted by the provisions of this Agreement.

                 7. NOTICES. All notice required or permitted to be given 
under this Agreement shall be sufficient if in writing and mailed by certified
or registered mail, return receipt requested and postage prepaid, addressed as
follows or to such other address as either party shall have notified the other.




                                        3

<PAGE>




             If to the Executive:

             [Name]
             [Address]

             If to the Company:

             CenterPoint Properties Trust
             1808 Swift Road
             Oak Brook, IL  60523-1501
             Facsimile:  630-586-8010

             8. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois.

             9. PARTIAL INVALIDITY. If any provision of this Agreement
shall be held invalid or unenforceable, the remainder nevertheless shall
remain in full force and effect. If any provision is held invalid or
unenforceable with respect to particular circumstances, it nevertheless
shall remain in full force and effect in all other circumstances.

             10. BENEFIT. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and assigns, and upon all
persons, corporations or entities which shall engage in the business herein
contemplated under the control and direction of the parties.

             11. ENTIRE AGREEMENT. This Agreement and the documents
incorporated herein by reference contain the entire agreement and
understanding of the parties, and no representations promises, agreements
or any understanding, written or oral, not contained herein shall be of any
force or effect.

             12. MODIFICATIONS AND WAIVERS. No change, modification or
waiver of any provision of this Agreement shall be valid or binding unless
it is in writing dated subsequent to the date hereof, and signed by the
party intended to be bound. No waiver of any breach, term or condition of
this Agreement by either party shall constitute a subsequent waiver of the
same or any other breach, term or condition.

                                    * * * * *




                                        4

<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Agreement
     as of the date first written above.

                                    ----------------------------------------
                                   [Executive]



                                    CENTERPOINT PROPERTIES TRUST


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





                                        5

<PAGE>







                       EMPLOYMENT AND SEVERANCE AGREEMENT

                  THIS EMPLOYMENT AND SEVERANCE AGREEMENT (the "AGREEMENT") is
entered into as of the 12th day of March, 1999, by and between Mike M. Mullen
("EXECUTIVE") and CENTERPOINT PROPERTIES TRUST, a Maryland business trust (the
"COMPANY"). Certain terms used herein are defined in SECTION 11.

                                    RECITALS

                  A. The Company is in the business of owning, managing, 
acquiring, leasing and developing real estate.

                  B. Executive is knowledgeable and experienced in certain
aspects of the Company's business.

                  C. The Company desires to employ Executive, and Executive
desires to accept such employment with the Company, in each case upon the terms
and subject to the conditions hereinafter provided.

                  D. The Company recognizes that the possibility of a change in
control of the Company may result in the departure or distraction of management
to the detriment of the Company and its share owners.

                  E. The Company wishes to assure Executive of certain benefits
should Executive's employment terminate following a change in control of the
Company.

                  In consideration of the foregoing recitals and mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

                  1. EMPLOYMENT. The Company hereby agrees to employ Executive 
for the term of this Agreement, and Executive hereby agrees to accept such 
employment.

                  2. DUTIES. Executive shall serve in the capacity listed on
Schedule A, with the executive duties generally associated with such position,
together with such further and additional duties of an executive nature as from
time to time may be assigned to him by the person or body specified in SCHEDULE
A, to whom he is to report. Executive shall report directly to the person or
body specified in SCHEDULE A and shall be furnished with office space,
secretarial support and other assistance reasonably necessary to carry out his
duties. During the term of this Agreement, Executive will devote his best
efforts and his full business time and attention (exclusive of vacation


<PAGE>



periods, holidays or periods of illness or incapacity) to the business of the
Company and his duties hereunder; provided, however, that Executive may devote a
reasonable amount of his time to industry, civic and community matters.

                  3. TERM. This Agreement shall continue in full force and
effect for a period of five years from the date hereof unless earlier terminated
as provided in Section 4. Upon a Change in Control, the term of this Agreement
shall automatically be extended to the extent necessary so that the term will
end no sooner than 24 months after such Change in Control.

                  4. TERMINATION. This Agreement shall terminate prior to the
term specified in Section 3 hereof:

                  (a) if Executive shall die or if the Board of Directors
determines based upon reasonable medical evidence that he is no longer able to
adequately perform his duties due to disability;

                  (b) at the Company's election other than for Cause, upon
delivery to Executive of 60 days advance written notice by the Company of its
intent to terminate;

                  (c) at the Company's election for Cause; and

                  (d) at Executive's election, upon delivery to the Company of
six months advance written notice by Executive of Executive's intent to
terminate this Agreement (except that such advance notice shall not be required
after a Change in Control).

                  5. BASE SALARY. In consideration of the services rendered by
Executive hereunder, the Company agrees to pay to Executive a base salary (the
"Base Salary") payable in equal monthly installments. The Base Salary shall be
as provided in Schedule A until the next annual review thereof by the Board and
thereafter shall be subject to annual review and increase by the Board at its
sole discretion.

                  6. STOCK AND BONUS PLANS. Executive shall be entitled to
participate in the 1993 Stock Option Plan, as amended, and incentive cash bonus
plan established by the Company for its executive and managerial employees.
Executive's bonus and stock option grant target and range shall be as provided
in SCHEDULE A hereto until the next annual review thereof by the Board and
thereafter shall be subject to annual review by the Compensation Committee of
the Board at its sole discretion. Actual annual bonus and option grants will be
based on Executive's performance and the results of the Company with respect to
annual goals, as determined by the Compensation Committee of the Board and
approved by the Board of Trustees in its discretion.

                  7. OTHER BENEFITS. Executive shall be entitled to the
following benefits, and specific benefits listed in SCHEDULE A attached hereto:

                                        2

<PAGE>



                  (a) life, disability, medical insurance and other benefit
plans which the Company maintains for the benefit of its executive and
managerial employees;

                  (b) participation in the Company's qualified 401(k) plan;

                  (c) paid vacations and holidays in accordance with polices
established by the Company for its executive and managerial employees;

                  (d) reimbursement for such travel, entertainment and other
business expenses reasonably incurred by Executive in connection with the
performance of his duties hereunder upon presentation by Executive to the
Company of substantiating evidence thereof in such form as the Company may
reasonably require;

                  (e) recognizing that business promotion and entertainment of
clients and prospective clients are important aspect of Executive's job
responsibilities, the Company will pay club dues, membership fees and other
related or similar club expenses, including, without limitation, initiation fees
and entertainment expenses for memberships in such professional or social clubs
or other organizations (in addition to any specified in SCHEDULE A) as the Chief
Executive Officer in his discretion deems appropriate;

                  (f) use of an automobile, provided by the Company and
consistent with its policy, including a car phone, automotive insurance coverage
and reimbursement for maintenance; and

                  (g) reimbursement for reasonable tax preparation costs.

                  In addition to the foregoing benefits, the Company will use
its best efforts to obtain and maintain directors' and officers' liability
insurance for the benefit of Executive and the other directors and officers of
the Company.

                  8.  PAYMENTS ON TERMINATION. Except as otherwise provided in 
SECTION 9 of this Agreement,

                  (a) On termination of this Agreement, the Company shall pay to
Executive that portion of Executive's Base Salary payable through the effective
date of the termination.

                  (b) If this Agreement is terminated pursuant to SECTION 4(a)
or 4(b) prior to the end of a year and such termination is not a Qualifying
Termination, the Company shall pay to Executive a pro-rated incentive equal to:

                  (i) Executive's annual cash bonus for the prior year, 
                      multiplied by

                  (ii)a fraction, (A) the numerator of which is the number of 
                      calendar months

                                        3

<PAGE>



         (counting a partial calendar month as a full month) that have elapsed
         (in the calendar year in which Executive's effective date of
         termination occurs) prior to (x) in the case of termination pursuant to
         SECTION 4(a), the date of Executive's death or disability or (y) in the
         case of termination pursuant to SECTION 4(b), the effective date of
         termination, and (B) and the denominator of which is 12.

                  (c) In the case of a termination pursuant to SECTION 4(b)
hereof that is not a Qualifying Termination, Executive shall be entitled to a
monthly payment equal to his monthly salary at the time of termination plus
one-twelfth of his prior year bonus payable for a period of 24 months following
the effective date of termination.

                  (d) In the case of any termination, all vested stock options
held by Executive shall, except as otherwise provided in such options or in the
plan governing them, remain exercisable for 90 days thereafter and in the case
of a termination pursuant to SECTION 4(a) or SECTION 4(b) all unvested stock
options and restricted stock held by Executive shall vest immediately.

                  9.       CHANGE IN CONTROL PAYMENTS.

                  (a) BENEFITS PAYABLE. In the event Executive has a Qualifying
Termination, the Company shall provide Executive all of the following severance
benefits ("Severance Benefits"):

                  (i)      The Company shall pay to Executive each of the
                           following:

                           (A) The amounts specified in SECTION 8(a) and SECTION
8(b).

                           (B) Three times Executive's Base Salary in
                               effect upon the date of the Qualifying
                               Termination or, if greater, three times
                               Executive's Base Salary in effect
                               immediately prior to the occurrence of the
                               Change of Control.

                           (C) Three times Executive's prior year cash bonus.

                           (D) Payment or reimbursement (at Executive's 
                               option) for outplacement services of a scope 
                               and nature customary for executives holding 
                               comparable positions and provided by a 
                               nationally-recognized outplacement firm of 
                               Executive's selection, for a period of up to 
                               two years commencing on the date of 
                               Executive's Qualifying Termination. 
                               Notwithstanding the foregoing, the aggregate 
                               amount of such reimbursement shall not exceed 
                               25% of Executive's Base Salary as of the date 
                               of the Qualifying Termination.

                           (E) All other compensation and benefits to which
                               Executive has a vested 

                                        4

<PAGE>



                               right on the date of the Qualifying
                               Termination, except to the extent Executive
                               elects to receive payment of such
                               compensation at a later date.

                  (ii) The Company shall continue Executive's health benefit
         coverage (at the same cost to Executive, and at the same coverage
         level, as in effect as of the date of the Qualifying Termination) for
         36 months from the date of the Qualifying Termination (the
         "CONTINUATION PERIOD"). The required COBRA health benefit continuation
         period shall begin concurrently with the start of this benefit
         continuation period, subject to the following: Except as otherwise
         required by COBRA, the providing of this post-employment health benefit
         coverage by the Company shall be discontinued prior to the end of the
         Continuation Period to the extent that similar benefits are available
         to Executive from a subsequent employer, as determined by the Board or
         the Compensation Committee in the exercise of good faith and reasonable
         judgment, except that, to the extent such subsequent coverage excludes
         (or would exclude) preexisting conditions, such post-employment
         coverage shall be continued. Executive shall from time to time promptly
         provide the Board written notice, in reasonable detail, of the
         availability of health benefit coverage from a subsequent employer.

                  (iii) Executive shall have the rights specified in SECTION
         8(d), with a Qualifying Termination for Good Reason being treated for
         such purposes as a termination pursuant to SECTION 4(b).

                  (iv) All of the Severance Benefits described in SECTION
         9(a)(i) shall be paid in cash to Executive in a single lump sum as soon
         as possible after the effective date of the Qualifying Termination (but
         in no event more than 10 days after such date), except that the
         Severance Benefits described in SECTION 9(a)(i)(d) shall be paid or
         reimbursed to Executive promptly following submission of an invoice of
         the firm providing the outplacement services described in such
         subsection. Executive shall not be obligated to seek other employment
         or take any other action to mitigate the amounts payable to Executive
         under this Agreement.

                  (b) EXCISE TAX PAYMENT. If any portion of the amounts payable
under Section 9(a), or under any other agreement with, or plan of the Company,
including stock options, restricted stock, or other long-term incentives or
compensation arrangements would constitute an Excess Parachute Payment, such
that an excise tax is payable under Section 4999 of the Code in respect of such
amounts, then the Company shall pay to Executive, in cash, an additional amount
equal to such excise tax and any interest or penalties incurred by Executive
with respect thereto (collectively, "EXCISE TAX"), together with any federal and
state income, employment and other excise taxes payable by Executive in respect
of such payment (and to cover the resulting income, employment, and other excise
taxes resulting from each successive payment, and so on as necessary to
completely offset the Excise Tax impact). For this purpose, Executive shall be
deemed to be subject to the highest marginal rate of federal and state taxes in
effect for the taxable period or periods in which such taxes, interest or
penalties are imposed, and the federal deduction for state taxes paid shall be

                                        5

<PAGE>



determined in accordance with Section 68 of the Code, but shall preserve the
Executive's existing deduction for state taxes, if any, with respect to payments
other than Excise Tax Payments. This payment shall be made as soon as possible
following the date of Executive's Qualifying Termination, but in no event later
than 30 calendar days after such date.

                  (c) SUBSEQUENT RECALCULATION OF EXCISE TAX PAYMENT.

                  (i) In the event it is finally determined by the IRS that the
         Excise Tax payable by Executive is greater than the amount computed
         pursuant to SECTION 9(b), the Company shall reimburse Executive for any
         additional amount necessary to make Executive whole (less any amounts
         received by Executive that Executive would not have received had the
         computations initially been computed as subsequently adjusted),
         including the value of any underpaid Excise Tax due to the IRS.

                  (ii) In the event it is finally determined by the IRS that the
         Excise Tax payable by Executive is less than the amount computed
         pursuant to SECTION 9(b), Executive shall promptly reimburse the
         Company for any amounts Executive received pursuant to Section 9(b) in
         excess of the amount necessary to offset all of the Excise Tax impact,
         including the value of any excise, income and employment taxes. If
         Executive fails promptly to so reimburse the Company, the Company, in
         addition to any other remedies available to it, shall be entitled to
         reduce the amount of any payments due Executive by the amount required
         to be reimbursed.

                  (iii) Each party shall promptly give the other notice of any
         IRS inquiry, examination, claim or refund with respect to the
         applicable or amount of Exercise Tax payable by Executive, and the
         parties shall cooperate with each other in resolving any issues thereon
         raised by the IRS.

                  10. COMPETITION AND CONFLICTS OF INTEREST. In consideration of
the benefits of this Agreement to him, Executive agrees, simultaneously with the
execution hereof to enter into a Non- Competition, Non-Solicitation and
Confidentiality Agreement in the form annexed hereto as Exhibit A.

                  11. DEFINITIONS.

                  "BENEFICIARY" means, except where otherwise required by the
Employee Retirement Income Security Act of 1974 or the terms of an applicable
employee benefit plan, the person or persons designated by Executive, in a
writing provided to the Company prior to Executive's death, to receive amounts
payable to Executive under this Agreement. Subject to such exception, in the
absence of such a written beneficiary designation, the Beneficiary shall be
Executive's surviving spouse, or if none, Executive's estate.


                                        6

<PAGE>



                  "BOARD" means the Board of Trustees of the Company.

                  "CAUSE" means the occurrence of any one or more of the
following as determined in the good faith and reasonable judgment of the Board:

                  (i) Executive's conviction for committing an act of fraud,
         embezzlement, theft, or any other act constituting a felony involving
         moral turpitude or causing material harm, financial or otherwise, to
         the Company,

                  (ii) a demonstrably willful and deliberate act or failure to
         act which is committed in bad faith, without reasonable belief that
         such action or inaction is in the best interests of the Company, which
         causes material harm, financial or otherwise, to the Company, or

                  (iii) the consistent gross neglect of duties, or wanton
         negligence by Executive in the performance of Executive's duties under
         this Agreement or, prior to a Change in Control, consistent refusal to
         use reasonable efforts to perform Executive's duties or comply with
         Company policies.

                  A termination of Executive's employment shall not be deemed to
         be for Cause unless each of the following conditions is satisfied:

                  (i) Written notice is provided to Executive not less than 15
         days prior to the date of termination setting forth the Company's
         intention to consider terminating Executive, including a statement of
         the intended date of termination and a detailed description of the
         specific facts that the Company believes to constitute Cause;

                  (ii) None of the acts or omissions of Executive which the
         Company believes to constitute Cause shall have occurred more than 12
         months before the earliest date on which any member of the Board who is
         not a party to the act or omission, knew or should have known of such
         act or omission;

                  (iii) Executive is offered an opportunity to respond to such
         statement by appearing in person, together with Executive's legal
         counsel, before the Board prior to the date of termination;

                  (iv) By the affirmative vote of at least 75% of all the
         non-employee members of the Board, the Board determines that the
         specified actions of Executive constituted Cause and that Executive's
         employment should accordingly be terminated for Cause; and

                  (v) The Company provides Executive a copy of the Board's
         written determination setting forth in full specifically the basis of
         such termination for Cause.

                  By determination of the Board, the Company may suspend 
Executive from his duties

                                        7

<PAGE>



         for a period of up to 30 days with full pay and benefits hereunder
         during the period of time in which the Board is making a determination
         as to whether to terminate Executive for Cause. Any purported
         termination for Cause by the Company which does not satisfy each
         substantive and procedural requirement of this definition shall be
         treated for all purposes under this Agreement as a termination by the
         Company without Cause.

                  "CHANGE IN CONTROL" means the first to occur of any one or 
         more of the following:

                  (i) Any individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT") (a "PERSON") acquires beneficial ownership
         (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
         of twenty percent (20%) or more of the then outstanding voting
         securities of the Company; provided, however, that the following
         acquisitions shall not constitute a Change in Control: (a) any
         acquisition directly from the Company (excluding an acquisition by
         virtue of the exercise of conversion rights), (b) any acquisition by
         the Company, or (c) any acquisition by any employee benefit plan (or
         related trust) sponsored or maintained by the Company; or

                  (ii) Individuals who, as of the date hereof, constitute the
         Board of Directors of the Company (the "INCUMBENT BOARD") cease for any
         reason to constitute at least a majority of the Board of Directors or
         the Company; provided, however, that any individual becoming a director
         subsequent to the date hereof whose nomination for election by the
         Company's shareholders was approved by a vote of at least a majority of
         the directors then comprising the Incumbent Board shall be considered
         as though such individual were a member of the Incumbent Board, unless
         such individual's initial assumption of office occurs as a result of
         either an actual or threatened election contest (as such terms are used
         in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
         other actual or threatened solicitation of proxies or consents by or on
         behalf of a person other than the Board of Directors; or

                  (iii) The shareholders of the Company approve a
         reorganization, merger or consolidation, unless, following such
         reorganization, merger or consolidation, (a) more than sixty percent
         (60%) of the then outstanding shares of common stock of the corporation
         resulting from such reorganization, merger of consolidation and the
         combined voting power of the then outstanding voting securities of such
         corporation entitled to vote generally in the election of directors is
         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners of the outstanding Common Shares of the Company
         immediately prior to such reorganization, merger of consolidation in
         substantially the same proportions as their ownership, immediately
         prior to such reorganization, merger or consolidation, of the
         outstanding Common Shares of the Company, (b) no Person (excluding the
         Company, any employee benefit plan or related trust of the Company or
         such corporation resulting from such reorganization, merger or
         consolidation and any Person beneficially owning, immediately prior to
         such reorganization,

                                        8

<PAGE>



         merger of consolidation, directly or indirectly, twenty percent (20%)
         or more of the Common Shares of the Company) beneficially owns,
         directly or indirectly twenty percent (20%) or more of the then
         outstanding shares of common shares of the company resulting from such
         reorganization, merger or consolidation, and (c) at least a majority of
         the members of the board of directors of the company resulting from
         such reorganization, merger or consolidation were members of the
         Incumbent Board at the time of the execution of the initial agreement
         providing for such reorganization, merger of consolidation; or

                  (iv) The shareholders of the Company approve (a) a complete
         liquidation or dissolution of the Company or (b) the sale or other
         disposition of all or substantially all of the assets of the Company.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMPANY" has the meaning specified in the introductory 
paragraph of this Agreement.

                  "COMPENSATION COMMITTEE" means the Compensation Committee of
the Board (or such other committee of the Board that may be responsible for
executive compensation).

                  "CONTINUATION PERIOD" has the meaning specified in SECTION 
9(a)(ii).

                  "EXCESS PARACHUTE PAYMENT" has the meaning specified in 
Section 280G of the Code.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934.

                  "EXCISE TAX" has the meaning specified in SECTION 9(b).

                  "EXECUTIVE" has the meaning specified in the introductory 
paragraph of this Agreement.

                  "GOOD REASON" shall mean the occurrence, without Executive's
prior written consent, of any one or more of the following:

                  (i) the assignment of Executive of any duties which result in
         an adverse change in Executive's position (including status, offices,
         titles, and reporting requirements), authority, duties, or other
         responsibilities with the Company, or any other action of the Company
         which results in a material adverse change in such position, authority,
         duties, or responsibilities, other than an insubstantial and
         inadvertent action which is remedied by the Company promptly after
         receipt of notice thereof given by Executive.

                  (ii) any relocation of Executive of more than 35 miles from
         the place where Executive was located at the time of the Change in
         Control, or

                                        9

<PAGE>



                  (iii) a reduction or elimination of any component of
         Executive's rate of compensation, including Base Salary.

                  "INCLUDING" means including without limitation.

                  "QUALIFYING TERMINATION" means the occurrence of any one or 
         more of the following:

                  (i) The Company's termination of Executive's employment other
         than for Cause within 24 months following a Change in Control;

                  (ii) Executive's voluntary termination of employment for Good
         Reason within 24 months following a Change in Control; or

                  (iii) A successor of the Company fails to assume expressly the
         Company's entire obligations under this Agreement prior to becoming
         such a successor as required by SECTION 12(a)(ii).

                  A Qualifying Termination shall not include a termination of
         Executive's employment by reason of death, disability, Executive's
         voluntary termination other than for Good Reason or the Company's
         termination of Executive's employment for Cause. Notwithstanding the
         foregoing, if Executive's employment is terminated before a Change in
         Control and Executive can reasonably demonstrate that the termination
         by the Company or the actions constituting Good Reason for termination
         by the Executive were at the request of a third party who had indicated
         an intention or taken steps reasonably calculated to effect a Change in
         Control who then effects a Change in Control, then the date of the
         Change in Control shall be deemed to be the date immediately prior to
         Executive's termination of employment.

                  "SECTION" shall, unless the context otherwise requires, mean a
section of this Agreement.

                  "SUBSIDIARY" means a United States or foreign corporation with
respect to which the Company owns, directly or indirectly, 50% or more of the
then-outstanding common shares.

                  12.  ASSIGNMENT.

                  (a)  ASSIGNMENT BY THE COMPANY.

                  (i) This Agreement shall be binding upon, and shall inure to
         the benefit of, the Company and its successors. Any such successor
         shall be deemed to be the Company for all purposes of this Agreement.
         As used in this Agreement, the term "successor" shall mean any
         surviving corporation in a merger or consolidation, or any person,
         corporation, partnership, or other business entity which, whether by
         purchase or otherwise, acquires all

                                       10

<PAGE>



         or substantially all of the assets of the Company. Notwithstanding such
         assignment, the Company shall remain, with such successor, jointly and
         severally liable for all its obligations hereunder. Without limiting
         the generality of the foregoing, it is specifically agreed that an
         assignment of this Agreement by the Company will not diminish
         Executive's rights under SECTIONS 9 and 10 hereof.

                  (ii) The Company shall require any successor to assume
         expressly and agree to perform this Agreement in the same manner and to
         the same extent that the Company would be required to perform if no
         such succession were to take place.

                  (iii) Except as provided in this SECTION 12(a), this Agreement
         may not be assigned by the Company.

                  (b) EXECUTIVE'S SUCCESSORS. This Agreement shall inure to the
benefit of and be enforceable by Executive's personal or legal representatives,
executors, and administrators, successors, heirs, distributees, devisees, and
legatees. If Executive should die while any amounts payable to Executive under
this Agreement remain outstanding, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Beneficiary.

                  13. NOTICES. All notices required or permitted to be given
under this Agreement shall be in writing, signed by the party giving notice, and
sent by personal messenger, facsimile, overnight mail or deposited, postage
prepaid, certified mail, return receipt requested, in the United States mail,
and addressed as provided in Schedule A, if to the Employee and as follows, if
to the Company:

                           CenterPoint Properties Trust
                           1808 Swift Road
                           Oak Brook, IL  60523-1501
                           Facsimile:  630-586-8010

                  Notices sent by personal messenger, facsimile or overnight
mail shall be deemed received upon delivery of same. Notices sent by United
States mail shall be deemed received three (3) days after deposit in the United
States mail service.

                  14. ENTIRE AGREEMENT. This Agreement supersedes any prior
agreements or understandings, oral or written, between Executive and the
Company, with respect to the subject matter hereof and constitutes the entire
agreement of the parties with respect thereto. The captions of this Agreement
are not part of the provisions hereof and shall be of no effect.

                  15. ENFORCEMENT. The Company shall reimburse Executive for the
reasonable fees and expenses (including legal fees) incurred in connection with
the enforcement of Executive's right to receive payments hereunder in the event
that Executive successfully recovers any such payments.

                                       11

<PAGE>



                  16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois.

                  17. SEVERABILITY. If any provision of this agreement shall be
held invalid or unenforceable, the remainder shall remain in full force and
effect.

                  18. TITLES AND HEADINGS. Titles and headings to paragraphs
herein are for purposes of reference only and in no way shall limit, define or
otherwise affect the provisions hereof.

                  19. COUNTERPARTS.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed to be an original, but all of 
which together will constitute one and the same Agreement.

                                    * * * * *

                                       12

<PAGE>



                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year written above.

                                 /s/ MIKE M. MULLEN
                                 -------------------------
                                 Mike M. Mullen



                                 CENTERPOINT PROPERTIES TRUST


                                 By:  /s/ JOHN S. GATES, JR.
                                      --------------------------------------
                                 Its: President
                                      --------------------------------------



                                       13

<PAGE>



                                   SCHEDULE A




NAME:                          Mike M. Mullen

ADDRESS:                       1340 Ridgewood, Northbrook, IL   60062

TITLE:                         Executive Vice President, Chief Operating Officer

RESPONSIBILITIES:

Responsible for formulating and implementing CenterPoint's real estate business
strategies and for the efficient and profitable operations of CenterPoint's real
estate operations

-        Oversees the activities of the Executive Vice President and Chief 
-        Investment Officer and Senior Vice President, Development in the 
         performance of their duties 
         -    Guarantees that the tenant satisfaction (ZTU) initiative is met
         -    Ensures buildings are highly occupied and satisfactorily
              maintained 
         -    Superintends CenterPoint's property operations profitably and 
              efficiently
         -    Generates development, investment, disposition and leasing 
              opportunities for the company. Responsible for all acquisitions, 
              development and build-to-suit activities providing
              supporting counsel and ensuring projects undertaken align with
              CenterPoint's overall business objectives
-        Completes work consistent with corporate processes and policies
-        Serves as a member of the Investment Committee and is responsible
         for the oversight of corporate objectives and company ethics 
-        Represents company in capital market activities 
         Fosters a culture of Zero Tenant Unhappiness that is communicated 
         throughout the organization
-        Oversees the annual budget process for operations, development and
         acquisitions and monitors approval by the Investment Committee



BASE SALARY:                        $ 250,000.00

CASH INCENTIVE TARGET PERCENTAGE:

Target = 85% of base salary

STOCK OPTION PLAN TARGET GRANT AND RANGE:

75,000 Options at market price determined by the compensation committee.
"Minimum" and "Maximum" range to be determined annually by compensation
committee.





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                                                                       EXHIBIT A


         NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT


                  THIS AGREEMENT is made this ______ day of _____________, 1999
by and between __________ (the "Executive") and CENTERPOINT PROPERTIES TRUST, a
Maryland business trust (the "Company").

                                    RECITALS

                  A. The Company is engaged in the business of owning, managing,
operating and leasing real estate, primarily warehouse, airport and industrial
property.

                  B. The Executive and the Company are entering into an
Employment and Severance Agreement dated of even date herewith (the "EMPLOYMENT
AGREEMENT") which provides that the Executive will hold the position of
__________ within the Company.

                  C. The Executive recognizes and acknowledges that the business
of the Company is highly competitive and that by reason of his employment by the
Company he has and will continue to have access to confidential and proprietary
information regarding the Company and its business.

                  D. As a condition to the Company entering into the Employment
Agreement, in order to protect the Company's business relationships and good
will, and to guard against conflicts of interest the Executive is willing to
enter into this Agreement.

                  In consideration of the foregoing recitals and the mutual
promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

                  1. COVENANT NOT TO COMPETE. The Executive agrees that during
the term of his employment with the Company and for a period of two years
thereafter (the "NON-COMPETITION PERIOD"), he will not anywhere where the
Company or any of its subsidiaries or affiliates does business or contemplates
doing business directly or indirectly, manage, operate, join, control, be
employed by or participate in the ownership, management, operation or control,
or be connected personally in any manner with any business which primarily
acquires, owns, develops, operates, leases and/or manages industrial, warehouse
or airport real estate for development and investment purposes or any business
which provides consulting, leasing,




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management , or brokerage services to such businesses (the "Real Estate
Business"), subject to the following exceptions:

                  A. the Executive may continue to be a limited partner in any 
limited partnership engaged in the Real Estate Business in which he is a limited
partner on the date of this Agreement, and

                  B. the Executive may engage in such other activities related
to the Real Estate business as the Company's independent directors from time to
time may approve; provided that in no event shall any such activities interfere
with the performance of the Executive's duties under the Employment Agreement.

                  2. NON-SOLICITATION. During the Non-competition Period, the
Executive shall not (a) induce or attempt to induce any employee of the Company
or any of its subsidiaries to leave the employ of the Company or any of its
subsidiaries, or in any way interfere with the relationship between the Company
or any of its subsidiaries and any employee thereof, (b) hire directly or
through another entity any person who was an employee of the Company or any of
its subsidiaries at any time during the Non-competition Period, or (c) induce or
attempt to induce any customer, supplier, licensee or other business relation of
the Company or any of its subsidiaries to cease doing business with the Company
or any of its subsidiaries, or in any way interfere with the relationship
between any such customer, supplier, licensee or business relation with the
Company or any of its subsidiaries.

                  3. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.

                  (a) The Executive shall not disclose or use at any time,
either during his employment with the Company or thereafter, any Confidential
Information (as defined below) of which Executive is or becomes aware, whether
or not such information is developed by him, except to the extent that such
disclosure or use is directly related to and required by the Executive's
performance of duties assigned to Executive by the Company. The Executive shall
take all appropriate steps to safeguard Confidential Information and to protect
it against disclosure, misuse, espionage, loss and theft.

                  (b) As used in this Agreement, the term "Confidential
Information" means information that is not generally known to the public and
that is used, developed or obtained by the Company and its subsidiaries in
connection with their business. Confidential Information shall not include any
information that has been published in a form generally available to the public
prior to the date the Executive proposes to disclose or use such information.
Information shall not be deemed to have been published merely because individual
portions of the information have been separately published, but only if all
material features comprising such




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information have been published in combination.

                  4. SPECIFIC PERFORMANCE. The parties agree that the
Executive's services are of a special, unique and extraordinary character, that
it would be extremely difficult to quantify the money damages which would accrue
to the Company by reason of the Executive's failure to perform any of his
obligations under this Agreement, that it would be extremely difficult to
replace such services, and that any violation of the provisions of this
paragraph would be likely to be highly injurious to the Company. By reason of
the foregoing, the Executive consents and agrees that if he violates any of the
provisions of this Agreement the Company shall be entitled, in addition to any
other rights and remedies that it may have including money damages to apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce or prevent any continuing
violation of the provisions hereof. Therefore, if the Company shall institute
any action or proceeding to enforce the provisions of this Agreement against the
Executive, the Executive hereby waives the claim or defense that there is an
adequate remedy at law and agrees in any such action or proceeding not to
interpose the claim or defense that such remedy exists at law. The parties
hereby specifically affirm the appropriateness of injunctive or other equitable
relief in any such action.

                  5. MODIFICATION. If in connection with any action taken by the
Company to enforce the provisions of this Agreement, a court shall hold that all
or any portion of the restrictions contained herein are unreasonable under the
circumstances then existing so as to render such restrictions invalid or
unenforceable, the parties agree that any court of competent jurisdiction may
reform such unreasonable restrictions to the extent necessary to make such
restrictions reasonable under the circumstances then existing so as to render
such restrictions both valid an enforceable.

                  6. BREACH. In the event that the Company hereafter believes
that the Executive has breached any of the covenants of this Agreement, it shall
notify the Executive of such alleged breach, setting forth the substance of said
alleged breach. Within ten (10) days from receipt by the Executive of such
notice, the Executive either shall remedy said alleged breach or provide the
Company with evidence that the activity concerned was permitted by the
provisions of this Agreement.

                  7. NOTICES. All notice required or permitted to be given under
this Agreement shall be sufficient if in writing and mailed by certified or
registered mail, return receipt requested and postage prepaid, addressed as
follows or to such other address as either party shall have notified the other.




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                  If to the Executive:

                  [Name]
                  [Address]

                  If to the Company:

                  CenterPoint Properties Trust
                  1808 Swift Road
                  Oak Brook, IL  60523-1501
                  Facsimile:  630-586-8010

                  8. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois.

                  9. PARTIAL INVALIDITY. If any provision of this Agreement
shall be held invalid or unenforceable, the remainder nevertheless shall remain
in full force and effect. If any provision is held invalid or unenforceable with
respect to particular circumstances, it nevertheless shall remain in full force
and effect in all other circumstances.

                  10. BENEFIT. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and assigns, and upon all
persons, corporations or entities which shall engage in the business herein
contemplated under the control and direction of the parties.

                  11. ENTIRE AGREEMENT. This Agreement and the documents
incorporated herein by reference contain the entire agreement and understanding
of the parties, and no representations promises, agreements or any
understanding, written or oral, not contained herein shall be of any force or
effect.

                  12. MODIFICATIONS AND WAIVERS. No change, modification or
waiver of any provision of this Agreement shall be valid or binding unless it is
in writing dated subsequent to the date hereof, and signed by the party intended
to be bound. No waiver of any breach, term or condition of this Agreement by
either party shall constitute a subsequent waiver of the same or any other
breach, term or condition.

                                    * * * * *




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<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                       ----------------------------------------
                                       [Executive]



                                       CENTERPOINT PROPERTIES TRUST


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




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