Exhibit 10.13
 PROLOGIS 2000 SHARE OPTION PLAN
FOR OUTSIDE TRUSTEES
(As Amended and Restated Effective as of December 31, 2008)
 History, Purpose and Effective Date.
 Definitions
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Administration of the Plan
 Shares Subject to Plan
 Options.
 Deferred Share Units.
 Crediting of Deferred Share Units
 Dividend Equivalent Units
 Distribution of Deferred Unit Account
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Distributions in the Event of Death
 Whole Shares Only
 Non-Transferability and Nonassignment
 Compliance with Securities and Other Laws.
 Adjustments Upon Changes in Capitalization.
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Dividend Equivalent Units.
 Award of Dividend Equivalent Units With Respect to Options
 Crediting of Dividend Equivalent Units
 (A)
    
    Annual Crediting of Dividend Equivalent
Units. As of the last day of each calendar year, if the Option is
then outstanding, the Participant shall be credited with a number of
Dividend Equivalent Units equal to (I) the Trusts annual dividend for
such calendar year, multiplied by (II) the number of Shares underlying
the Participants outstanding Options that are entitled to awards of
Dividend Equivalent Units under this clause (A) during such calendar
year (reduced pro rata to reflect Shares underlying such Options that
were not outstanding on the record date with respect to each dividend
payment date during such year) and divided by (III) the Trusts average
Share price for such calendar year.
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(B)
    
    Additional credits to reflect dividend
payments on Dividend Equivalent Units. As of the last day of each
calendar year, each Participant shall be credited with a number of
additional Dividend Equivalent Units equal to (I) the Trusts annual
dividend for such calendar year, multiplied by (II) the number of
Dividend Equivalent Units outstanding during such calendar year
(reduced pro rata to reflect Dividend Equivalent Units that were not
outstanding on each dividend payment date during such year) and divided
by (III) the Trusts average Share price for such calendar year.
 Terms and Conditions of Dividend Equivalent Units
 (A)
    
    Time of Settlement. Each Dividend
Equivalent Unit with respect to an Option shall entitle the holder
thereof to a Share on the first to occur of (I) the date the
Participant exercises the Option with respect to which the Dividend
Equivalent Unit was awarded, or (II) the date on which such Option
expires by its terms (whether by reason of termination of service or
otherwise). Notwithstanding the foregoing, in the case of any Dividend
Equivalent Units awarded prior to September 1, 2001, to the extent
permitted by the Administrator in its sole discretion, a Participant
may irrevocably elect, prior to the date the Shares in settlement of
such Dividend Equivalent Units would otherwise be distributable, to
defer receipt of such Shares to the last day of a later calendar year,
but in no event later than the last day of the calendar year in which
occurs the tenth anniversary of the grant of the underlying Option.
Any such deferral election shall be made in such form and at such times
as the Administrator may determine in its sole discretion. Any
payments with respect to Dividend Equivalent Units (whether or not
deferred) shall be made as soon as practicable (but in no event more
than 30 days) after the date as of which payment is to be made in
accordance with the foregoing. All Dividend Equivalent Units granted
with respect to Options under the Plan were vested (within the meaning
of section 409A of the Code) as of December 31, 2004.(B)
    
    Whole Shares Only. Settlement of all
Dividend Equivalent Units shall be made in the form of whole Shares.
Any
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Award of Dividend Equivalent Units With Respect to Deferred Share Units
 Annual Crediting of Dividend Equivalent Units
 Additional credits to reflect dividend payments on Dividend Equivalent
Units
 Amendment of the Plan.
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