Exhibit 10.18
 PROLOGIS
DEFERRED FEE PLAN FOR TRUSTEES
(As Amended and Restated Effective as of December 31, 2008)
 Section 1. History, Purpose and Effective Date
 Section 2. Administration of the Plan
 Section 3. Source of Benefits .




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Section 4. Eligibility
 Section 5. Deferral Elections
 Section 6. Accounts .
 (a)
    
    A Phantom Share Account which shall reflect the Fees, if any, which are
deferred by such Participant in accordance with the terms of the Plan that would
otherwise have been payable to the Participant in the form of the Trusts common shares
of beneficial interest (Common Shares) and dividends thereon.(b)
    
    A Cash Account which shall reflect the Fees, if any, which are deferred by
such Participant in accordance with the terms of the Plan that would otherwise have
been payable to the Participant in cash and the earnings attributable thereto.
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Section 7. Accounting
 (a)
    
    As of the date on which Fees would otherwise be paid to a Participant:
 (i)
    
    each Participants Phantom Share Account shall be credited with
that number of share units equal to the number of Common Shares, if any, that
the Participant elected to defer as of such date in accordance with his or her
Deferral Election; and(ii)
    
    each Participants Cash Account shall be credited with the
amount of cash Fees, if any, that the Participant elected to defer as of such
date in accordance his or her Deferral Election.
 (b)
    
    As of the effective date of any distribution to the Participant in accordance
with the terms of the Plan:
 (i)
    
    each Participants Phantom Share Account shall be debited with
the number of share units, if any, distributed to such Participant as of such
date from his or her Phantom Share Account; and(ii)
    
    each Participants Cash Account shall be debited with the
amount of cash, if any, distributed to such Participant as of such date from
his or her Cash Account.
 (c)
    
    As of the effective date of any dividends payable with respect to the Common
Shares:
 (i)
    
    If such dividend is payable in cash, the Participants Phantom
Share Account shall be credited with an additional number of share units equal
to (A) the cash dividend payable with respect to a Common Share, multiplied by
(B) the number of share units in the Participants Phantom Share Account, if
any, as of the applicable dividend record date, divided by (C) the Fair Market
Value (as defined below) of a Common Share on the dividend payment date.(ii)
    
    If such dividend is payable in Common Shares, the Participants
Phantom Share Account shall be credited with an additional number of share
units equal to (A) the number of shares distributed in the dividend with
respect to a Common Share, multiplied by (B)
the number of share units in the Participants Phantom Share Account, if
any, as of the applicable dividend record date.
 (d)
    
    As of the last day of each calendar quarter (and, if applicable, as of the day
immediately preceding the first Payment Date (as defined in Section 8) (each an
Accounting Date), the balance in the Participants Cash
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Account, if any, shall be credited with interest, at the Investment Return Rate (defined below), compounded
quarterly. Interest shall be prorated on a daily basis according to the balance in the
Participants Account.
  Section 8. Time and Form of Payment .
 (a)
    
    Payment of a Participants Account balances, determined as of the day before
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 (as
defined below), 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 the Effective Date, 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 or quarterly installments for a period not to exceed
ten years, and (ii) permissible Payment Dates are (A) a specified date, (B) the date
on which the Participants service as an Outside Trustee terminates for any reason (the
Termination Date), or (C) the earlier of a specified date or the Participants
Termination Date.(c)
    
    Notwithstanding the provisions of paragraph 8(b), a Participant who is a
Participant in the Plan as of December 31, 2008 and who files a Special Payment
Election with the Committee on or prior to December 31, 2008, shall be permitted to
elect payment of all or a portion of his Account balance in a lump sum as of a
specified date in calendar year 2009. No Special Payment Election made pursuant to
this paragraph 8(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 election on file as of December 31, 2008), the Participant shall be
deemed to have elected his or her Termination Date as the Payment Date. 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 a lump sum as the
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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.(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 Committee). The amount of each
installment payment shall be equal to the Participants Account balance, 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.(f)
    
    Unless the 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 (and cash equal to any fractional share unit). The amount in the
Participants Cash Account, if any, shall be paid in cash.
  Section 9. Changes to Form of Payment .
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Section 10. Unforeseeable Emergency .
 Section 11. Designation of Beneficiary
 Section 12. Death of Participant or Beneficiary
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Section 13. Adjustments on Recapitalization
 Section 14. Compliance with Securities and Other Laws .
 Section 15. Assignability .
 Section 16. Amendment of Termination of Plan
 Section 17. Governing Law
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