Exhibit 10.16
 NONQUALIFIED SAVINGS PLAN
   General
 History, Purpose and Effective Date
 Related Companies and Employers
 Plan Administration
 Non-Alienation
 Source of Benefits




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Notices
 Applicable Law
 Gender and Number
 Plan Year
 Action by Employers
 Supplements
 2




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Participation
 Participation
 Plan Not Contract of Employment
  Deferrals and Matching Credits
 Deferral Elections
 3




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Matching Credits
 (a)
    
    50% of the sum of the Participants salary deferrals under the ProLogis 401(k)
Savings Plan (the 401(k) Plan) for such Plan Year plus the Participants
Deferral Contributions for such Plan Year under this Plan;
  (b)
    
    3% of the Participants total compensation (as shown on his Form W-2) that does
not exceed $230,000 (or such other limit as may apply under section 401(a)(17) of the
Code) for the Plan Year;
  (c)
    
    the amount of matching contributions made on the Participants behalf under the
401(k) Plan for such Plan Year.
  Hardship Withdrawal Under Qualified Plan
  Plan Accounting
 Accounts
 4




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Adjustment of Accounts
 (a)
    
    first, charge to the Account balance the amount of any distributions
under the Plan with respect to that Account that have not previously been charged;(b)
    
    then, credit to the Account balance the amount of Deferral
Contributions to be credited in accordance with subsection 3.1 and the amount of
Matching Credits to be credited in accordance with subsection 3.2 that have not
previously been credited; and(c)
    
    then, adjust the Account balance for the applicable assumed rate of
earnings in accordance with subsection 4.3.
 Adjustment of Accounts for Earnings
  Payment of Deferred Amounts
 Vesting
 5




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Years of Vesting Service
    
    Vested PercentageFewer than 1
    
    
    01 but fewer than 2
    
    
    202 but fewer than 3
    
    
    403 but fewer than 4
    
    
    604 but fewer than 5
    
    
    805 or more
    
    
    100
  Time and Form of Payment
 (a)
    
    Payment of a Participants vested Account shall be made (or shall begin to be
distributed) to the Participant as soon as practicable (but in no event more than 90
days) after the Participants termination of service with the Employers and the Related
Companies (the Termination Date), in a lump sum cash payment or in a series of annual
installments for a period not to exceed fifteen years, or in any combination thereof,
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 such Participant on
December 31, 2008).(b)
    
    Notwithstanding the provisions of paragraph 5.2(a), 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 5.2(b) shall (i) accelerate into 2008 payment of any amount
that
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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.
 (c)
    
    If no payment form is specified in a Participants first Deferral Election (or,
if applicable, the election on file as of December 31, 2008), the Participant shall be
deemed to have elected payment of the Participants vested Account in the form of a
lump sum as soon as practicable (but not more than 90 days) after the Participants
Termination Date.(d)
    
    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
Termination Date occurs shall begin as soon as practicable (but not more than 90 days)
after the Participants Termination Date and any subsequent annual installments shall
be paid in the calendar year following the calendar year in which the Termination Date
occurs (at such time during such year as determined by the Administrative Committee).(e)
    
    If distribution of any portion of the Participants Account balance is to be
made in a combination of a lump sum payment and installment payments, the portion of
his Account balance that is to be paid in a lump sum payment shall be made as soon as
practicable (but not more than 90 days) after the Participants Termination Date and
the portion of his Account balance that is to be paid in installment payments shall
commence as soon as practicable (but not more than 90 days) after his Termination Date.
For purposes of section 409A of the Code, installment payments shall be treated as one
payment.(f)
    
    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 Accounting Date immediately prior to the payment of the
installment, divided by the number of installments remaining to be made, including the
then current installment.
 Changes to Form of Payment
 7




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Small Payments
 Unforeseeable Emergency
 8




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Beneficiary Designation
 Withholding for Tax Liability
 Claims for Benefits
 Special 409A Rules
 9




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Amendment or Termination
 Administrative Amendments
 Amendments and Termination
 Successors
 10