Exhibit 10.17
 EXECUTIVE DEFERRED COMPENSATION PLAN
  General
 History, Purpose and Effective Date
 Related Companies
 Plan Administration




---



##### 



Non-Alienation
 Source of Benefits
 Notices
 Applicable Law
 Gender and Number
 Plan Year
 Action by ProLogis and Related Companies
 Supplements
 2




---



##### 



Participation
 Participation
 Plan Not Contract of Employment or Continued Service
  Deferrals
 Deferral Elections
 3




---



##### 



(a)
    
    Except as otherwise provided in this subsection 3.1, a Deferral Election with
respect to any LTIP Award shall be filed no later than December 31 of the Plan Year
preceding the Plan Year in which the LTIP Award is granted and shall be irrevocable as
of such December 31 (or such earlier date specified by the Administrative Committee).(b)
    
    If, and to the extent that, the LTIP Award requires the Participant to continue
to provide services for a period of at least 12 months from the date the LTIP Award is
granted in order to be vested in the LTIP Award, the Deferral Election shall be filed
no later than the 30th calendar day after the date on which the LTIP Award
is granted and at least 12 months prior to the earliest date on which the LTIP Award
would otherwise vest. For purposes of the foregoing, an LTIP Award shall not be
treated as failing the requirement that the Participant perform services for at least
12 months after the LTIP Award is granted merely because the LTIP Award would
immediately vest on death, disability (within the meaning of section 409A of the Code)
or a change in control event with respect to the Participant (within the meaning of
section 409A of the Code); provided, however, that if one of such earlier vesting
conditions occurs, the Deferral Election shall only be given effect if it was otherwise
made in accordance with this subsection 3.1 without regard to this paragraph (b). Any
Deferral Election made pursuant to this paragraph (b) shall be irrevocable as of the
date it is filed with the Administrative Committee.(c)
    
    If a Participant is granted an LTIP Award after the first day of a Plan Year
and in the first year in which the Participant is eligible to participate in the Plan
(determined in accordance with section 409A of the Code, e.g., taking into account
eligibility under any other plan that is required to be aggregated with the Plan under
section 409A of the Code), the Deferral Election may be filed no later than the
30th calendar day after the date on which the Participant first becomes
eligible to participate in the Plan and shall be irrevocable as of the date on which it
is filed with the Administrative Committee; provided, however, that any Deferral
Election filed pursuant to this paragraph (c) shall be effective only with respect to
compensation attributable to services performed for periods after the date on which the
Deferral Election is filed with the Administrative Committee.(d)
    
    The Administrative Committee may permit Deferral Elections to be made with
respect to LTIP Awards in accordance with other rules provided the timing of such
Deferral Elections comply with section 409A of the Code.
 Hardship Withdrawal Under Qualified Plan
 4




---



##### 



Plan Accounting
 Accounts
 Adjustment of Accounts
 (a)
    
    As of the effective date of the deferral with respect to an LTIP Award, the
Participants Account shall be credited with that number of share units equal to the
number of Common Shares subject to the LTIP Award (or portion thereof) that the
Participant elected to defer as of such date in accordance with his Deferral Election.(b)
    
    As of the effective date of any distribution to the Participant in accordance
with the terms of the Plan, the Participants Account shall be debited with the number
of share units, if any, distributed to such Participant as of such date from his
Account.(c)
    
    If the LTIP Award provides for the crediting of dividends (or dividend
equivalent units), the Participants Account shall be credited with such dividends or
dividend equivalent units as set forth in the applicable award agreement which shall be
considered part of the Plan.(d)
    
    If any portion of the LTIP Award is forfeited, as of the date on which the LTIP
Award is forfeited the Participants Account shall be debited with the number of share
units that correspond to the portion of the LTIP Award that is forfeited.
  Vesting
 5




---



##### 



Payment of Deferred Amounts
 Time and Form of Payment
 (a)
    
    Payment of a Participants Account balance, determined as of the last day of
the month immediately preceding the Payment Date (as defined below) shall be made (or
shall begin to be distributed) to the Participant as of the permitted Payment Dates and
in the permitted Payment Form, each as elected by the Participant in his first Deferral
Election under the Plan (or, with respect to any person who was a Participant in the
Plan immediately prior to January 1, 2009, as elected in the Deferral Election on file
with respect to the Participant on December 31, 2008).(b)
    
    For purposes of the Plan, (i) permissible Payment Forms are (A) a lump sum
payment or (B) a series of annual installments for a period not to exceed five years,
and (ii) permissible Payment Dates are (A) a specified date occurring after the date
on which the LTIP Award would otherwise vest, (B) the first January occurring after the
date on which the Participants employment or service as a trustee with ProLogis and
all Related Companies terminates for any reason (the Termination Date), or (C) the
earlier of the dates described in clause (ii)(A) or (ii)(B).(c)
    
    Notwithstanding the provisions of paragraph 5.1(b), a Participant who is a
Participant in the Plan as of December 31, 2008 and who files a Special Payment
Election with the Administrative Committee on or prior to December 31, 2008, shall be
permitted to elect payment of all or a portion of his vested Account balance in a lump
sum as of a specified date in calendar year 2009. No Special Payment Election made
pursuant to this paragraph 5.1(c) shall (i) accelerate into 2008 payment of any amount
that would have otherwise been paid after 2008 or (ii) defer into a year after 2008
payment of any amount that would otherwise have been paid prior to 2009.(d)
    
    If no Payment Date is specified in a Participants first Deferral Election (or,
if applicable, the Deferral Election on file as of December 31, 2008), the Participant
shall be deemed to have elected the Payment Date set forth in clause 5.1(b)(ii)(B). If
no Payment Form is specified in a Participants first Deferral Election (or, if
applicable, the Deferral Election on file as of December 31, 2008), the Participant
shall be deemed to have elected a lump sum as the Payment Form. Payments under the
Plan shall be made (or shall begin) as soon as practicable (but in no event more than
30 days) after the applicable Payment Date.
 6




---



##### 



(e)
    
    If payment of any portion of the Participants Account balance is to be made in
the form of installment payments, the installment payment for the year in which the
Payment Date occurs shall begin as soon as practicable (but not more than 30 days)
after the Participants Payment Date and any subsequent annual installments shall be
paid in the calendar year following the calendar year in which the Payment Date occurs
(at such time during such year as determined by the Administrative Committee). The
amount of each installment payment shall be equal to the portion of the Participants
Account balance that is to be paid in the form of installments, determined as of the
last day of the month immediately prior to the date as of which the installment payment
is to be made, divided by the number of installments remaining to be made, including
the then current installment. For purposes of section 409A of the Code, installment
payments shall be treated as one payment.(f)
    
    Unless the Administrative Committee determines otherwise, share units shall be
paid in the form of Common Shares, with the Participant receiving one Common Share for
each share unit distributed. Any fractional share units shall be paid in cash.
 Changes to Time and Form of Payment
 Accelerated Payments
 7




---



##### 



Beneficiary Designation
 Withholding for Tax Liability
 Claims for Benefits
 Special 409A Rules
 8




---



##### 



Adjustments on Recapitalization
 Compliance with Securities and Other Laws
  Amendment or Termination
 Administrative Amendments
 Amendments and Termination
 9




---



##### 



Successors
 10