Colorado Anti-Discrimination Act, and other similar state or local laws; the Americans withDisabilities Act; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act;Executive Order 11246; Executive Order 11141; and any other statutory claim, employment or othercontract or implied contract claim or common law claim for wrongful discharge, breach of an impliedcovenant of good faith and fair dealing, defamation, or invasion of privacy arising out of orinvolving his employment with ProLogis, the termination of his employment with ProLogis, orinvolving any continuing effects of his employment with ProLogis or termination of employment withProLogis. The Executive further acknowledges that he is aware that statutes exist that render nulland void releases and discharges of any claims, rights, demands, liabilities, action and causes ofaction which are unknown to the releasing or discharging part at the time of execution of therelease and discharge. The Executive hereby expressly waives, surrenders and agrees to forego anyprotection to which he would otherwise be entitled by virtue of the existence of any such statutein any jurisdiction including, but not limited to, the State of Colorado. The foregoing releaseand discharge under this Paragraph 3 to the contrary notwithstanding, the Executive does notrelease or discharge any ProLogis Released Party respecting (i) the Executive’s rights toindemnification and coverage under applicable directors and officers liability insurance pursuantto paragraphs 16 and 15, respectively, of the Employment Agreement, (ii) all accrued and vestedbenefits under all employee pension and welfare benefit plans (within the meaning of sections 3(1)and 3(2)(A) of ERISA) in which the Executive participated immediately prior to the Termination Dateand (iii) such rights and benefits as may not be released pursuant to applicable law.     4. Covenant Not to Sue. The Executive agrees not to bring, file, charge, claim, sueor cause, assist, or permit to be brought, filed, charged or claimed any action, cause of action,or proceeding regarding or in any way related to any of the claims described in Paragraph 3 hereof,and further agrees that his Release is, will constitute and may be pleaded as, a bar to any suchclaim, action, cause of action or proceeding. If any government agency or court assumesjurisdiction of any charge, complaint, or cause of action covered by this Release, the Executivewill not seek and will not accept any personal equitable or monetary relief in connection with suchinvestigation, civil action, suit or legal proceeding.     5. Severability. If any provision of this Release shall be found by a court to beinvalid or unenforceable, in whole or in part, then such provision shall be construed and/ormodified or restricted to the extent and in the manner necessary to render the same valid andenforceable, or shall be deemed excised from this Release, as the case may require, and thisRelease shall be construed and enforced to the maximum extent permitted by law, as if suchprovision had been originally incorporated herein as so modified or restricted, or as if suchprovision had not been originally incorporated herein, as the case may be. The parties furtheragree to seek a lawful substitute for any provision found to be unlawful; provided, that, if theparties are unable to agree upon a lawful substitute, the parties desire and request that a courtor other authority called upon to decide the enforceability of this Release modify the Release sothat, once modified, the Release will be enforceable to the maximum extent permitted by the law inexistence at the time of the requested enforcement.     6. Waiver. A waiver by ProLogis of a breach of any provision of this Release by theExecutive shall not operate or be construed as a waiver or estoppel of any subsequent breach by theExecutive. No waiver shall be valid unless in writing and signed by an authorized officer ofProLogis.
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     7. Return of ProLogis Materials. Not later than the Termination Date, the Executivewill return all ProLogis property and all originals and all copies, including electronic and hardcopy, of all documents, within his possession at the time of the execution of this Agreement,including but not limited to a laptop computer, printer, cellular phone, keys and credit card. TheExecutive’s rolodex (or other tangible or electronic address book) and his cellular telephonenumber are the Executive’s personal property.     8. Noncompetition, Nonsolicitation Covenants.          (a) Subparagraph 9(a) of the Employment Agreement to the contrary notwithstanding, during theperiod commencing on the Termination Date and ending on the first anniversary of the TerminationDate, the Executive will not, without ProLogis’s prior written consent, directly or indirectly, forthe Executive’s own account or for or on behalf of any other person or entity, whether an officer,director, employee, partner, consultant or otherwise, engage or participate in or provide advice toor in connection with, directly or indirectly, alone or as principal, agent, employee, employer,consultant, investor or partner of, or assist in the management of, or provide advisory or otherservices to, or own any stock or any other ownership interest in, or make any financial investmentin, ProLogis European Properties, ProLogis European Properties Fund II, AMB Property Corporation,First Industrial Realty Trust, Inc., Duke Realty Corporation, DCT Industrial Trust Inc., GoodmanGroup, Brixton plc, or Segro plc or any subsidiary of or successor to any such entity.          (b) For purposes of clarification of subparagraph 9(b) of the Employment Agreement, Executiveand ProLogis agree that the term “customers” used in such subparagraph 9(b) refers to investors inProLogis European Properties Fund II or APG respecting any investment or prospective investment ina logistics fund focused on property in Europe, China, Japan or Korea.     9. **Representation****. The Executive hereby agrees that this Release is given knowinglyand voluntarily and acknowledges that:**          (a) **this Agreement is written in a manner understood by the Executive;**          (b) **this Release refers to and waives any and all rights or claims that he may have arisingunder the Age Discrimination in Employment Act, as amended;**          (c) **the Executive has not waived any rights arising after the date of this Agreement;**          (d) **the Executive has received valuable consideration in exchange for this Release in additionto amounts the Executive is already entitled to receive; and**          (e) **the Executive has been advised to consult with an attorney prior to executing thisAgreement.**     10. **Consideration and Revocation****. The Executive is receiving this Agreement onNovember 18, 2008 and Executive shall be given twenty one (21) days from receipt of this Agreementto consider whether to sign the Agreement. The Executive agrees that changes or modifications tothis Agreement do not restart or otherwise extend the above twenty-one (21) day period. Moreover,the Executive shall have seven (7) days following execution to**
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**revoke this Agreement in writing to the General Counsel of ProLogis and this Agreement shallnot take effect until those seven (7) days have ended (“****Effective Date****”).**     11. Amendment. This Release may not be altered, amended, or modified except inwriting signed by both the Executive and ProLogis.     12. Survival. For the avoidance of doubt, the second sentence of paragraph 26 of theEmployment Agreement is incorporated by reference and survives the Effective Date.     13. Joint Participation. The parties hereto participated jointly in the negotiationand preparation of this Release, and each party has had the opportunity to obtain the advice oflegal counsel and to review and comment upon this Release. Accordingly, it is agreed that no ruleof construction shall apply against any party or in favor of any party. This Release shall beconstrued as if the parties jointly prepared this Release, and any uncertainty or ambiguity shallnot be interpreted against one party and in favor of the other.     14. Binding Effect; Assignment. This Agreement and the various rights and obligationsarising hereunder shall inure to the benefit of and be binding upon the parties and theirrespective successors, heirs, representatives and permitted assigns. Neither party may assign itsrespective interests hereunder without the express written consent of the other party, except thatProLogis will honor any written instructions about the direction of severance payments included inthe Executive’s will or other estate planning documents.     15. Applicable Law. This Release shall be governed by, and construed in accordancewith, the laws of the State of Colorado.     16. Execution of Release. This Release may be executed in two counterparts, each ofwhich shall be considered an original, but which when taken together, shall constitute one Release.     PLEASE READ THIS AGREEMENT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT.THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THEFEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITINGDISCRIMINATION IN EMPLOYMENT.     **If the Executive signs this Agreement less than 21 days after he receives it from ProLogis,he confirms that he does so voluntarily and without any pressure or coercion from anyone at theProLogis.**[Signature Page Follows]
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     IN WITNESS WHEREOF, the Executive and PROLOGIS have voluntarily signed this Agreement andGeneral Release on the date or dates set forth immediately below.         ProLogis   Executive           By: /s/ Stephen L. Feinberg       Name: Stephen L. Feinberg   /s/ Jeffrey H. Schwartz  Title: Chairman    Jeffrey H. Schwartz           November 21,2008   November 20, 2008  Date     Date  
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**SCHEDULE**       Description $ Amount, Benefit1. Paid Leave of Absence Full salary from November 10,2008 through the TerminationDate, paid in a lump sum on May11, 2009, together withinterest thereon at theshort-term applicable federalrate in effect under Section1274(d) of the Internal RevenueCode (“Code”) on theTermination Date (“Interest”);to the extent not otherwiseprovided under applicablebenefit plans pursuant toExecutive’s active employmentuntil November 10, 2008,subject to Executive makingpayments required by the lastparagraph of subparagraph 5(d)of the Employment Agreement (tothe minimum extent required tosatisfy Section 409A of theCode), full active-employeehealth, dental and visionbenefits and all other benefitsfrom November 10, 2008 throughthe Termination Date, whichpayments shall be refunded tohim in a cash lump sum on May11, 2009 together with Interestthereon     2. Subparagraph 3(b) 2008 Bonus $1,600,000 cash, to be paid ina lump sum within seven daysafter the later of (i) theTermination Date and (ii) theEffective Date, subject toapplicable tax withholding     3. Subparagraph 3(d) 2008 LTIP $7,500,000 cash, to be paid ina lump sum within seven daysafter the later of (i) theTermination Date and (ii) theEffective Date, subject toapplicable tax withholding     4. Subparagraph 5(d)(i) SeparationPayment $6,000,000 cash, paid$1,250,000 in a lump sum on May11, 2009, together withInterest thereon, plus$4,750,000 paid thereafter inequal regular payrollinstallments through the secondanniversary of the TerminationDate, subject to applicable taxwithholding and therequirements of subparagraph5(d)(i) of the EmploymentAgreement     5. Subparagraph 5(d)(ii) Benefits Continuation of coverage underthe medical and dental plansand arrangements of ProLogis inwhich Executive participated onNovember 10, 2008, for theperiod commencing on theTermination Date and ending onthe second anniversary of theTermination Date, subject toExecutive making premiumpayments in the same amountcharged to senior executiveemployees for such coverage(the “Subsidized Premium”)during such continuationperiod; provided,
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       Description $ Amount, Benefit    however,that, to the minimum extentrequired to satisfy Section409A of the Code, ifapplicable, Executive shallmake premium payments for suchcoverage in the amount of thefull cost of the coverage forany period between theexpiration of the COBRAcontinuation coverage periodand May 10, 2009, with thedifference between the fullpremium and the SubsidizedPremium, if any, paid byExecutive during such period tobe refunded to him in a cashlump sum on May 11, 2009together with Interest thereon     6. Subparagraph 5(d)(iii) Payment $12,000 cash, to be paid in alump sum on May 11, 2009, ,together with Interest thereon,subject to applicable taxwithholding     7. Exercise of Vested Stock Options All outstanding stock optionsthat are vested on theTermination Date, in accordancewith the terms thereof, shallremain exercisable until thelast day of the stated optionterm under each respectivestock option award withoutregard for Executive’stermination of employment     8. Secretarial Support ProLogis-provided part-time(not more than 24 hours perweek) secretarial support untilthe first anniversary of theTermination Date; provided,Executive shall pay ProLogis$2,500 per month for the costof such secretarial supportuntil May 10, 2009 which amountshall be refunded to Executiveon May 11, 2009, together withInterest thereon
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