<PAGE>


                           EMPLOYMENT SEPARATION AGREEMENT

    THIS EMPLOYMENT SEPARATION AGREEMENT (the "Agreement") is entered into as
of July 31, 1996 by and between Robert L. Stovall ("Executive") and CenterPoint
Properties Corporation, a Maryland corporation (the "Company").

                                      RECITALS:

    WHEREAS, the Company and the Executive have entered into an Employment
Agreement dated as of September, 1993 (the "Employment Agreement"); and

    WHEREAS, the Company and the Executive desire to amend the term of the
Employment Agreement as provided herein; and

    WHEREAS, at the end of term of Executive's employment with the Company as
amended herein, Executive desires to remain on the Board of Directors of the
Company or, in the alternative, act as a consultant to the Company for a limited
period of time after which his employment relationship with the Company shall
fully and finally terminate; and

    WHEREAS, the Company and the Executive have reduced to writing in this
Agreement the terms and conditions of the Executive's continued employment with,
and separation from, the Company.

                                      AGREEMENT

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

    1.   AMENDMENT OF EMPLOYMENT AGREEMENT.

         (a)  The last sentence of Section 3 of the Employment Agreement is
    hereby amended in its entirety to read as follows:

         "This agreement shall continue in full force and effect until October
         31, 1997 unless earlier terminated as provided in Section 4."

         (b)  Section 10 of the Employment Agreement is hereby deleted in its
    entirety.

    2.   RESIGNATION OF EXECUTIVE AS AN OFFICER.  Effective as of October 31,
1997, Executive shall, without any further action, be deemed to have resigned
from the offices of Executive Vice President and Chief Operating Officer.  The
Executive shall be entitled to use his current office space at the Company and
secretarial support until October 31, 1997.  After

<PAGE>

October 31, 1997 and until this Agreement is terminated, the Executive shall be
entitled to secretarial support in connection with his duties as Vice Chairman.

    3.   EFFECT OF AMENDMENT TO EMPLOYMENT AGREEMENT.  The foregoing amendment
to the Employment Agreement shall not be deemed or construed to amend any other
term or provision of the Employment Agreement, except as expressly provided
herein.  All of the terms and provisions of the Employment Agreement shall
remain in full force and effect, unless specifically amended herein.

    4.   NOMINATION TO BOARD OF DIRECTORS; APPOINTMENT AS VICE CHAIRMAN;
DESIGNATION OF ASSET COMMITTEE.

         (a)  The Company agrees to nominate Executive to the Board of
    Directors of the Company at the annual meeting of the stockholders held
    each year through and including the year 2000; however, in the event the
    stockholders do not re-elect Executive to the Board of Directors, the
    Company shall not be required to nominate Executive to the Board of
    Directors in any subsequent year, and, in such event, the Company shall
    retain Executive as a consultant as set forth in Section 4(c) hereof.  If
    re-elected to the Board of Directors by the stockholders, the Executive
    agrees to continue to serve as a member of the Board of Directors.

         (b)  By Board resolution in the form attached hereto as Exhibit A, the
    Company agrees:

              (i)    to amend the By-Laws to create a Vice Chairman position in
         the form attached hereto as Exhibit A;

              (ii)   to appoint Executive as Vice Chairman of the Board of
         Directors until December 31, 2000.

              (iii)  to designate a new committee of the Board of Directors,
         the Asset Committee and to maintain the Asset Committee during the
         Term (as defined below).  Upon adoption of the resolution creating the
         Asset Committee, the Company agrees to appoint Executive as Chairman
         of the Asset Committee until December 31, 2000.

         (c)  In the event that the stockholders of the Company fail to elect
    Executive to the Board of Directors, the Executive will be retained by the
    Company as a consultant to perform services comparable to the services he
    would perform as a director of the Company and chairman of the Asset
    Committee, and, in consideration for such services, Executive will receive
    the compensation and benefits provided in Sections 7(c) and 7(d) hereof,
    except Executive will not be entitled to receive any stock options under
    the Company's Director Stock Option Plan.


                                         -2-

<PAGE>

    5.   RESIGNATION OF EXECUTIVE AS A DIRECTOR. Effective as of December 31,
2000, Executive shall, without any further action, be deemed to have resigned as
a member of the Board of Directors of the Company, as Vice Chairman of the Board
of Directors and as Chairman of the Asset Committee.

    6.   TERM AND TERMINATION.  The term of this Agreement shall commence on
the Effective Date (as defined below) and shall continue until December 31, 2000
(the "Term"), unless terminated earlier.  This Agreement shall terminate prior
to December 31, 2000:

         (a)  if the Employment Agreement is terminated prior to October 31,
         1997;

         (b)  if the Executive shall die;

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

         (d)  at the Company's election, for cause, which for purposes hereof
    shall mean:

              (i)    the Executive's failure to perform his obligations under
         this Agreement or under the Amended and Restated Non-Competition
         Agreement (as defined in Section 9)and to remedy such failure to the
         reasonable satisfaction of the Board of Directors within 30 days of
         receipt of such notice;

              (ii)   the Executive's commission of acts of disloyalty,
         dishonesty or material bad faith toward the Company or any of its
         subsidiaries or affiliates including, but not limited to, theft or
         fraud; or

              (iii)  the Executive's conviction for commission of a felony;

         (e)  at the Executive's election, upon delivery of six months advance
    written notice by the Executive of the Executive's intent to terminate this
    Agreement; or

         (f)  at the Executive's election, for cause, which for purposes hereof
    shall mean the Company's failure to perform its obligations under this
    Agreement and to remedy such failure within 30 days of receipt of such
    notice.

    7.   COMPENSATION; BENEFITS.

         (a)  Until October 31, 1997, Executive shall be entitled to receive
    the compensation and benefits set forth in the Employment Agreement,
    subject to the terms and provisions of the Employment Agreement.


                                         -3-

<PAGE>

         (b)  On October 31, 1997, the Executive shall have the option to
    purchase from the Company the automobile currently made available to him by
    the Company for its depreciated value, payable in cash.

         (c)  During the period commencing October 31, 1997 to December 31,
    2000 (the "Post Employment Term"), the Company agrees to pay Executive
    compensation at the annual rate of $25,000 plus the amount of any increase
    after the date hereof in the compensation paid to the Chairman of the Board
    of Directors of the Company for his services on the Board of Directors,
    payable in cash or stock in a manner consistent with the practice adopted
    by the Board of Directors for the compensation of directors.  During the
    Post Employment Term, the Executive shall be entitled to participate in the
    Company's Director Stock Option Plan, provided the Executive continues to
    be re-elected to the Board of Directors by the stockholders.

         (d)  During the Post Employment Term unless this Agreement is
    terminated earlier, the Executive shall be entitled to receive the
    following benefits:

              (i)    The Company shall pay the premiums for the term life
         insurance policy which has been in effect for Executive.  Upon the
         request of Executive, the Company shall, at the expiration of the
         Term, provide Executive with all necessary documents to continue the
         life insurance policy and to assign the rights thereunder; provided,
         the Executive shall be liable for the payment of all premiums
         thereunder after the expiration of the Term.

              (ii)   The Company shall reimburse the Executive for his medical
         continuation coverage insurance premiums under the Consolidated
         Omnibus Reconciliation Act of 1985 ("COBRA") for the medical insurance
         coverage which the Company maintains for the benefit of its executive
         and managerial employees, provided that the Executive makes the
         necessary elections to qualify for such COBRA coverage.  Upon the
         expiration of Executive's continuation coverage rights under COBRA,
         the Company shall reimburse Executive for the premiums paid by him for
         comparable medical insurance coverage to supplement his
         Medicare/Medicaid coverage.

              (iii)  The Company shall reimburse the Executive for travel,
         entertainment and other business expenses incurred by the Executive in
         connection with the performance of his duties hereunder on the same
         basis as the Company reimburses other directors for such expenses.

              (iv)   The Company shall reimburse the Executive for use of his
         automobile (which may be the automobile purchased by him pursuant to
         Section 7(b) or another automobile) on Company business at the
         deductible per mile rate specified from time to time by the Internal
         Revenue Service.


                                         -4-

<PAGE>

         (e)  Except as expressly set forth herein, Executive shall not be
    entitled during the Post Employment Period to participate in the Company's
    Cash Bonus Plan (as such term is defined in the Employment Agreement), the
    Company's 1995 Restricted Stock Incentive Plan or any other compensation
    plan or benefit plan of the Company.

    8.   PAYMENTS ON TERMINATION

         (a)  Except as provided in Section 8(b) below, upon the termination of
    this Agreement, the Company shall pay to the Executive that portion of his
    compensation payable through the effective date of termination.

         (b)  In the case of termination pursuant to Section 6(a) (which
    relates to a termination under Section 4(b) or 4(e) of the Employment
    Agreement), Section 6(c) or Section 6(f) hereof, the Executive shall be
    entitled to continuation of his monthly salary in the amount specified in
    Section 7(c) hereof and the benefits provided in Sections 7(d)(i) and
    7(d)(ii) hereof for the lesser of (i) the number of months following the
    effective date of termination to the end of the Term and (ii) 17.5 months
    following the effective date of termination.

    9.   COMPETITION AND CONFLICTS OF INTEREST.  As a condition to this
Agreement, the Company has required the Executive to execute and deliver the
Amended and Restated Non-Competition Agreement in the form attached hereto as
Exhibit C (the "Amended and Restated Non-Competition Agreement").

    10.  RELEASE.  As a condition to this Agreement, the Company has required
the Executive to sign and return within twenty one (21) days from date hereof
the General Release attached hereto as Exhibit B (the "Release").  This
Agreement shall not become effective until the Executive signs and returns the
Release and the seven (7) day revocation period specified in the Release shall
have expired without revocation by the Executive (the "Effective Date").

    11.  COMPANY RELEASE.  In consideration of Executive's entry into the
Release, the Company agrees to release the Executive from claims and actions
arising out of Executive's errors or omissions in the course of his employment
with the Company prior to the date hereof, provided with respect to any such
claim or action (i) the Executive would be entitled to indemnification under the
Company's By-laws and (ii) so long as the Company maintains a directors and
officers liability insurance policy, the Company is entitled to recover any
damages it incurs as a result of Executive's errors or omissions under the
Company's directors and officers liability insurance policy (in excess of any
deductible amount provided for in such policy).

    12.  AMENDMENT TO STOCK OPTION AGREEMENTS.  In consideration of Executive's
entry into this Agreement and the Amended and Restated Non-Competition
Agreement, the Company agrees to execute and deliver the Amendment to Stock
Option Agreements substantially in the form attached hereto as Exhibit D.


                                         -5-

<PAGE>

    13.  ASSIGNMENT.  As a personal service contract, this Agreement shall not
be assignable by the Executive, but shall be binding upon and inure to the
benefit of the Company's successors and assigns and shall inure to the benefit
of the Executive's heirs, executors, administrators and legal representatives.

    14.  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 follows:

         If to the Executive:

              Robert L. Stovall
              1312 N. Dearborn Pkwy.
              Chicago, IL 60610

         If to the Company:

              CenterPoint Properties Corporation
              401 N. Michigan Avenue, Suite 3000
              Chicago, IL 60611
              Attention:  President
              Facsimile:     (312) 346-7696

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

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

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


                                         -6-

<PAGE>

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


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

                                  CENTERPOINT PROPERTIES
                                    CORPORATION



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


                                         -7-

<PAGE>

                                                                       EXHIBIT A

                         CONSENT IN LIEU OF A SPECIAL MEETING

                            OF THE BOARD OF DIRECTORS OF

                          CENTERPOINT PROPERTIES CORPORATION



    The undersigned, being all the directors of CENTERPOINT PROPERTIES
CORPORATION, a Maryland corporation (the "Corporation"), in lieu of holding a
special meeting, hereby adopt the following resolutions by unanimous written
consent pursuant to Section 2-408(c) of the General Corporation Law of Maryland:

1.  AMENDMENT OF BYLAWS

         WHEREAS, the Board of Directors of the Corporation believes that it is
    in the best interests of the Corporation to amend the By-Laws of the
    Corporation to add the position of Vice Chairman;

         NOW THEREFORE BE IT RESOLVED, that the Corporation hereby amends the
    By-Laws in the manner set forth below.

              1.  Section 4.1 of the By-Laws is hereby amended by adding "Vice
         Chairman" after the word "Chairman."

              2.  A new Section 4.4A shall be added to the By-Laws and shall
         read as follows:

              "SECTION 4.4A  VICE CHAIRMAN.  The vice chairman shall assist the
         chairman in the discharge of his duties as the chairman may direct and
         shall perform such other duties as from time to time may be assigned
         to him by the chairman or by the board of directors.  In the absence
         of the chairman or in the event of his inability or refusal to act,
         the vice chairman shall perform the duties of the chairman, and when
         so acting, shall have all the powers of and be subject to all the
         restrictions upon the chairman.  Except in those instances in which
         the authority to execute is expressly delegated to another officer or
         agent of the corporation or a different mode of execution is expressly
         prescribed by the board

<PAGE>

         of directors or these by-laws, the vice chairman may execute for the
         corporation certificates for its shares and any contracts, deeds,
         mortgages, bonds or other instruments which the board of directors has
         authorized to be executed, and he may accomplish such execution either
         under or without the seal of the corporation and either individually
         or with the secretary, any assistant secretary, or any other officer
         thereunto authorized by the board of directors, according to the
         requirements of the form of the instrument."

2.  APPOINTMENT OF STOVALL AS VICE CHAIRMAN

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
    appoints Robert L. Stovall as the initial Vice Chairman of the Board of
    Directors to serve until the next annual meeting of the stockholders or
    until his successor is duly elected and shall have qualified.

3.  DESIGNATION OF ASSET COMMITTEE

         WHEREAS, the Board of Directors of the Corporation believes that it is
    in the best interests of the Corporation to designate a new committee of
    the board of directors, the Asset Committee, to review and approve certain
    acquisitions and dispositions of real property;

         NOW THEREFORE BE IT RESOLVED, that the Board of Directors hereby
    designates the establishment of the Asset Committee as follows:

         1.   AUTHORITY:  The Asset Committee shall have the authority, subject
    to the limitations set forth in the By-Laws, to approve all acquisitions
    and dispositions of real property which require approval of the board of
    directors.

         2.   NUMBER AND MEETINGS:  The Asset Committee shall consist of the
    vice chairman and such other members of the board of directors who wish to
    attend any meeting of the Asset Committee.  The vice chairman shall call
    meetings of Asset Committee and fix the place and time of such meetings.
    The vice chairman shall provide notice to each director of all meetings of
    the Asset Committee in the manner set forth in Section 3.7 of the By-Laws.

         3.   MANNER OF ACTING:  The Asset Committee shall meet at least twice
    a year and shall keep minutes of its proceedings and report the same to the
    full board as requested by the board.  The vice chairman and at least one
    other member of the board shall constitute a quorum for the transaction of
    business and

<PAGE>

    the affirmative vote of all of the members present at a meeting at which a
    quorum is present shall be the act of the Asset Committee.  In the event
    that any member of the board present at a meeting of the Asset Committee
    votes against an action or abstains, the action shall be deferred to the
    vote of the full board of directors.  The vice chairman of the board shall
    act as chairman of the Asset Committee.  The Asset Committee may adopt
    other rules for the conduct of its business consistent with the manner in
    which the board conducts its business pursuant to the By-Laws.

    The actions taken by this Consent shall have the same force and effect as
if taken by the undersigned at a special meeting of the Board of Directors of
the Corporation, duly called and constituted pursuant to the laws of the State
of Maryland and the Corporation's By-Laws.

<PAGE>

    This Consent may be signed in multiple counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall constitute one
document.

    Dated as of _______________, 1996

                             DIRECTORS:


                             ------------------------------------
                             Martin Barber


                             ------------------------------------
                             John S. Gates, Jr.


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


                             ------------------------------------
                             Nicholas C. Babson


                             ------------------------------------
                             Alan D. Feld


                             ------------------------------------
                             John J. Kinsella



                             ------------------------------------
                             Thomas E. Robinson

<PAGE>


                                                                       EXHIBIT B


                                       RELEASE


    ROBERT L. STOVALL ("Executive"), in consideration of the entry into the
Employment Separation Agreement dated as of July 31, 1996 (the "Employment
Separation Agreement") by CenterPoint Properties Corporation (the "Company"),
which Executive acknowledges would not be entered into by the Company in the
absence of this Release, does hereby fully and forever release and discharge the
Company, its past and present parents, subsidiaries, divisions, sister and
affiliated companies, its predecessors, successors and assigns, and all of their
respective past and present stockholders, directors, officers, employees and
agents (collectively, the "Released Parties"), of and from any and all claims,
demands, liabilities, obligations, debts and causes of action, whether known or
unknown, or any kind or character that Executive now has, claims to have or has
had, or which hereafter may accrue, against the Released Parties, or any of
them, arising under or based on Title VII of the Civil Rights Act of 1964, the
Age Discrimination in Employment Act of 1967 (the "ADEA") (excepting claims
which may arise under the ADEA after the execution of this Release), the
Americans With Disabilities Act of 1990, the Fair Labor Standards Act of 1938,
the Employee Retirement Income Security Act of 1974 (excepting claims for
benefits, if any, to which Executive is legally entitled thereunder), the
Rehabilitation Act of 1973, or any other federal, state or local law, statute,
ordinance, decision, order, policy or regulation prohibiting employment
discrimination or otherwise creating rights or claims for employees, including,
but not limited to, any and all claims alleging breach of public policy, the
implied obligation of good faith and fair dealing or any handbook, manual,
policy statement or employment practice, or alleging misrepresentation,
defamation, interference with contractual relations, intentional or negligent
infliction of emotional distress, invasion of privacy, negligence or wrongful
discharge.

<PAGE>

    Executive acknowledges:

         (a)  That he has carefully read this Release and the Employment
    Separation Agreement;

         (b)  That they were freely and voluntarily negotiated;

         (c)  That this Release is intended to release any and all past,
    present and future claims hereinabove released, but is not a waiver of any
    rights or claims, if any, which may arise under the ADEA after the
    execution hereof;

         (d)  That he has been given a period of at least twenty-one (21) days
    within which to consider this Release;

         (e)  That he has consulted with an attorney with respect to this
    Release;

         (f)  That he may revoke this Release at any time within seven (7) days
    after its execution;

         (g)  That this Release shall not become effective or enforceable until
    such seven (7) days revocation period has expired;

         (h)  That he fully and completely understands the contents of this
    Release and the Employment Separation Agreement; and

         (i)  That he has entered into the same knowingly and voluntarily,
    without coercion or duress of any sort.


    Dated this 31st day of July, 1996, at Chicago, Illinois.



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


                                         -2-

<PAGE>

                                 AMENDED AND RESTATED
                              NON-COMPETITION AGREEMENT


    THIS AMENDED AND RESTATED NON-COMPETITION AGREEMENT (the "Agreement") made
this 31st day of July, 1996 by and between ROBERT L. STOVALL (the "Executive")
and CENTERPOINT PROPERTIES CORPORATION, a Maryland corporation (the "Company"),
amends and restates the Non-Competition Agreement dated September, 1993 (the
"Original Agreement") between Executive and the Company.


                                   R E C I T A L S:


    1.   The Company is engaged in the business of owning, managing, operating
and leasing real estate, primarily warehouse and industrial property, in the
metropolitan Chicago area, the area defined by the United States Department of
Commerce as the Chicago Metropolitan Statistical Area, comprised of Lake, Cook,
DuPage, Kane, McHenry, Grundy, Kendall and Will Counties in Illinois, Kenosha
County in Wisconsin and Lake and Porter Counties in Indiana, and in other
markets outside metropolitan Chicago ("CenterPoint Market Area").

    2.   The Executive and the Company have entered into an Employment
Agreement dated September, 1993 (the "Employment Agreement") pursuant to which
the Original Agreement was executed and delivered.

    3.   The Executive and the Company are entering into an Employment
Separation Agreement dated of even date herewith (the "Employment Separation
Agreement") which, among other things, amends the Employment Agreement to
provide for a termination date of October 31, 1997 and provides for the
nomination of the Executive to the Board of Directors of the Company or, in the
event Executive is not elected by the stockholders of the Company to the Board
of Directors, the appointment of the Executive as a consultant until December
31, 2000, on the terms and conditions set forth therein.  Unless otherwise
defined herein, capitalized terms used herein shall have the meanings ascribed
to such terms in the Employment Separation Agreement.

    4.   As a condition to continued employment with the Company under the
Employment Agreement, as amended, and the Company's entry into the Employment
Separation 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.

<PAGE>

                                      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 that the
Original Agreement is amended and restated in its entirety to henceforth provide
as follows:

    1.   COVENANT NOT TO COMPETE.  The Executive recognizes and acknowledges
that the business of the Company is highly competitive and that by reason of his
employment by the Company, his duties as a director of the Company or his duties
as a consultant to the Company under the terms of the Employment Agreement and
the Employment Separation Agreement he will have access to confidential and
proprietary information regarding the Company and its business.  The Executive
agrees, in consideration of his employment by the Company and in consideration
of the compensation set forth in Section 2 below, that during the Term (as
defined in the Employment Separation Agreement), unless the Executive is
terminated without cause by the Company as provided in the Employment Agreement
and in the Employment Separation Agreement, he will not anywhere in the
CenterPoint Market Area or in any other market in which the Company may in the
future conduct, or intend to conduct, its business own, directly or indirectly,
manage, operate, join, control, be employed by or participate in the ownership,
management, operation or control of, or consultation for, or be connected in any
manner with any business which acquires, owns, develops, constructs, operates,
leases and/or manages warehouse/industrial real estate (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 the Original Agreement.

         (b)  After October 31, 1998, the Executive may propose to obtain a
    waiver from the foregoing restrictions by providing the Board of Directors
    of the Company not less than thirty (30) days prior written notice setting
    forth in sufficient detail the nature of the proposed activity and the
    underlying potential conflict.  The waiver shall be subject to the prior
    consent of the independent directors of the Company, in their sole
    discretion.  If the waiver is not approved, the Executive shall be entitled
    to voluntarily terminate the Employment Separation Agreement upon not less
    than thirty (30) days prior written notice to the Company (notwithstanding
    the longer notice period set forth in the Employment Separation Agreement).

    2.   CONFIDENTIAL INFORMATION.  Executive acknowledges that as an executive
officer and director of the Company, he has and will continue to occupy a
position of trust with respect to business information of a secret or
confidential nature which is the property of the Company and which has been and
will be divulged to and developed by Executive during the course of Executive's
Employment Agreement and the Employment Separation Agreement.  Executive
therefore agrees that (i) Executive shall not at any time use or disclose to any
third party any Confidential Information (as defined below), except in the
performance of his duties under the Employment Agreement and the Employment
Separation Agreement and (ii) Executive shall


                                         -2-

<PAGE>

return promptly upon any termination of the Employment Separation Agreement any
and all copies of correspondence, memorandum, financial information, blueprints,
drawings and other data pertaining to the Confidential Information.

    As used herein, the term "Confidential Information" shall mean all
information of a confidential nature in any form which is not generally known to
the public and which relates to the business of the Company.

    3.   COMPENSATION.  As additional consideration for Executive's compliance
with the restrictions set forth herein, the Company agrees, during the Post
Employment Term, to pay Executive compensation at the annual rate of $100,000,
earned and payable in arrears in monthly installments.

    4.   PAYMENTS ON TERMINATION.

         (a)  Except as provided in Section 4(b) below, upon the termination of
    the Employment Separation Agreement, the Company shall pay to the Executive
    that portion of his compensation hereunder, if any, payable through the
    effective date of termination.

         (b)  In the case of termination pursuant to Section 6(a) of the
    Employment Separation Agreement (which relates to a termination under
    Section 4(b) or 4(e) of the Employment Agreement), Section 6(c) or Section
    6(f) of the Employment Separation Agreement, the Executive shall be
    entitled to continuation of his monthly compensation hereunder for the
    lesser of (i) the number of months following the effective date of
    termination to the end of the Term and (ii) 17.5 months following the
    effective date of termination.

    5.   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.

    6.   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


                                         -3-

<PAGE>

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 and enforceable.

    7.   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.

    8.   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.

         If to the Executive:

         Robert L. Stovall
         1312 North Dearborn Parkway
         Chicago, Illinois  60610

         If to the Company:

         CenterPoint Properties Corporation
         401 North Michigan Avenue, Suite 3000
         Chicago, Illinois  60611
         FAX:  (312) 456-3005

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

    10.  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.

    11.  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.


                                         -4-

<PAGE>

    12.  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.

    13.  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.

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


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


                                  CENTERPOINT PROPERTIES
                                    CORPORATION

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


                                         -5-

<PAGE>

                         AMENDMENT TO STOCK OPTION AGREEMENTS


    THIS AMENDMENT TO STOCK OPTION AGREEMENTS dated as of July 31, 1996 between
CenterPoint Properties Corporation, a Maryland corporation (the "Company"), and
Robert L. Stovall (the "Optionee") amends the separate Stock Option Agreements
dated as of December 10, 1993, March 12, 1995 and March 12, 1996 each between
the Company and the Optionee (collectively, the "Option Agreements").

    The parties hereto agree as follows:

1.  AMENDMENT OF OPTION AGREEMENTS.  A new subsection (c) is hereby added to
Section 5 of each of the Option Agreements to henceforth read as follows:

    (C)  Notwithstanding anything to the contrary contained herein or in
         Section 7.2(a) of the Plan, in the case of the retirement of the
         Optionee on or after the date the Optionee attained the age of 65, any
         Option that is not exercisable on the date of retirement shall be
         fully vested on and as of the date of the retirement of the Optionee.

2.  EFFECT OF AMENDMENT.  The amendment as set forth in Section 1 hereof shall
not be deemed or construed to amend any other term or provision of the Option
Agreements, except as expressly set forth herein.

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

                             CENTERPOINT PROPERTIES CORPORATION


                             By:
                                  -------------------------------------
                                 Its:  President and Chief Executive Officer


                             OPTIONEE


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