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                                                                   EXHIBIT 10.45


                              EMPLOYMENT AGREEMENT
                                    BETWEEN
                        CATELLUS DEVELOPMENT CORPORATION
                                      AND
                                 DAVID FRIEDMAN
                                  DATED AS OF
                                FEBRUARY 1, 1996
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                               TABLE OF CONTENTS
                                                                            PAGE

1.   Performance of Services................................................  2

2.   Compensation...........................................................  4

3.   Termination of Employment..............................................  8

4.   Benefits Upon Termination.............................................. 12

5.   Miscellaneous Provisions............................................... 15


Exhibit A      OPTION AGREEMENT

Exhibit B      CATELLUS DEVELOPMENT CORPORATION
               BENEFITS SUMMARY 1995

                                       i
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                              EMPLOYMENT AGREEMENT
                                    BETWEEN
                        CATELLUS DEVELOPMENT CORPORATION
                                      AND
                                 DAVID FRIEDMAN


          This Employment Agreement ("Agreement") is made and entered into as of
February 1, 1996 (the "Effective Date") by and between DAVID FRIEDMAN (the
"Executive") and CATELLUS DEVELOPMENT CORPORATION, a Delaware corporation having
its principal executive offices in San Francisco, California (the "Company").

                                    RECITALS

          A.  The Company is engaged in the business of developing, managing and
marketing real estate, and owns substantial landholdings in the desert and San
Joaquin Valley regions of California.

          B.  The Executive has substantial experience and expertise in the
fields of real estate, real property environmental concerns, and resource
development.

          C.  The Company desires to secure the services of the Executive as
Vice President of the Company and President of Catellus Resources Group, a
division of the Company, and the Executive desires to perform such services for
the Company on the terms and conditions hereinafter set forth.

                                       1
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                                 A G R E E M E N T:

          NOW, THEREFORE, in consideration of the mutual agreements set forth
below, the Executive and the Company hereby agree as follows:

1.  Performance of Services.  The Executive shall be employed by the Company in
    -----------------------
accordance with the following terms and conditions:

          1.1  Position, Duties and Authority.  The Company hereby agrees to
               ------------------------------
employ the Executive as Vice President of the Company and President of Catellus
Resources Group, a division of the Company.  The Executive shall report only to
the Chief Executive Officer of the Company and shall have such responsibilities,
duties and authority as may be established by the Chief Executive Officer after
mutual consultation with the Executive, including strategic corporate planning
and the coordination of the Company's environmental remediation activities.  The
Executive shall be a member of the senior management group of the Company and,
at the direction of the Chief Executive Officer, shall work with other officers
of the Company in order to facilitate the consummation of Company projects.  He
shall have the corporate authority that is customary for the position in which
he is employed and that is reasonably required for the discharge of the duties
to which he may be assigned by the Company's Chief Executive Officer (after
consultation with the Executive) in the course of his employment by the Company.

                                       2
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          1.2  Commitment.  Subject to the provisions hereof, the Executive
               ----------
shall devote his full-time best efforts to his employment.  Notwithstanding the
foregoing, the Executive may devote reasonable time to activities other than
those required under this Agreement, including the supervision of his personal
investments and activities involving professional, charitable, educational,
religious and similar types of organizations, speaking engagements, writing for
publication, membership on the board of directors of other organizations and
similar activities to the extent that such other activities do not, in the
reasonable judgment of the Chief Executive Officer of the Company, inhibit
performance of the Executive's duties under this Agreement or conflict with the
business of the Company; provided, however, that the Executive shall not serve
on the board of directors of any for-profit company, or hold any other position
with any for-profit company (other than the Company) without the prior consent
of the Chief Executive Officer of the Company.

          1.3  Place of Performance.  The Executive shall be based in, or in the
               --------------------
immediate vicinity of, downtown Los Angeles, California, except for required
business travel for the Company.  The Executive shall not be required to
relocate to any other area without his express written consent.

          1.4  Term of Agreement.  The term of this Agreement shall commence on
               -----------------
the Effective Date and shall continue in effect through  January 31, 2001,
unless otherwise terminated in accordance with the provisions of this Agreement;
provided, however, that unless the Company, in its sole discretion, gives
written notice of termination to the Executive at least 90 days prior to January
31, 2001, the term of this Agreement shall be

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automatically extended for an additional 12-month period and for each subsequent
12-month period thereafter until the Company provides the Executive with a
written notice of termination at least 90 days prior to January 31 of any year.

2.  Compensation.
    ------------

          2.1  Base Salary.  The Executive shall receive an annual base salary
               -----------
(the "Base Salary") payable in substantially equal installments no less than
twice monthly, with the first payment to occur on or about February 15, 1996.
The Executive's initial annual Base Salary under this Agreement shall be
$175,000.

          2.2  Base Salary Review.  At the end of each calendar year, the
               ------------------
Executive's then effective Base Salary shall be reviewed by the Chief Executive
Officer of the Company and, as a result of that review, shall be subject to
possible increase, but not decrease, based on the Executive's performance during
the immediately preceding year as measured against operating goals mutually
established by the Executive and the Chief Executive Officer of the Company.
Any increase in the amount of the Executive's then-effective Base Salary which
results from that review will be effective on the immediately following January
1st and such new Base Salary shall become the minimum Base Salary for all
purposes under this Agreement, subject to further increases, if any, resulting
from further Base Salary reviews.

                                       4
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2.3  Bonuses.
     -------

          2.3.1  Base Bonus.  The Executive shall be eligible to receive a base
                 ----------
bonus (the "Base Bonus") after the end of each year equal to a maximum of 100%
of his then-effective Base Salary.  Fifty percent of the Base Bonus shall be
determined on the basis of subjective factors to be evaluated by the Chief
Executive Officer of the Company and 50% of the Base Bonus shall be determined
on the basis of the achievement of objective standards that will be mutually
defined by the Executive and the Chief Executive Officer of the Company.  The
Executive shall receive a minimum Base Bonus of not less than $87,500 for the
calendar year ending December 31, 1996.

          2.3.2  Additional Bonus.  The Executive shall also be eligible to
                 ----------------
receive a second bonus (the "Additional Bonus") after the end of each year equal
to a maximum of 100% of his then-effective Base Salary, determined on the basis
of the achievement of objective standards that will be mutually defined by the
Executive and the Chief Executive Officer of the Company; provided that the
Additional Bonus in any year may not exceed the Base Bonus for such year.

          2.3.3  Bonus Payments.  Unless the Executive otherwise agrees in
                 --------------
writing, any Base Bonus and Additional Bonus shall be paid as a lump sum,
subject to appropriate withholding and other legal requirements, no later than
February 15 of the immediately following calendar year.

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          2.4  Stock Options.  On the Effective Date, the Executive will be
               -------------
granted a non-qualified stock option to purchase 100,000 shares of the common
stock, $0.01 par value per share, of the Company ("Company Common Stock") in
accordance with the provisions of the Company's then-existing Amended and
Restated Executive Stock Option Plan and as approved by the Compensation and
Benefits Committee of the Board of Directors of the Company and the Option
Agreement shall be in the form of Exhibit A attached hereto (the "Initial
Grant").  Such stock option shall be granted with the initial per share exercise
price set at the average closing market price for such Common Stock for the five
trading days prior to the date of this Agreement.  Such option will have a
mandatory withholding feature whereby the Company will withhold such number of
shares at the time of any exercise of the option which will satisfy the
estimated amount of federal and state taxes applicable to the exercise.
Subsequent to the Initial Grant, the Executive shall be eligible to receive
additional options to purchase Company Common Stock ("Subsequent Grant") in
amounts as may be determined by the Compensation and Benefits Committee.  The
terms and conditions of each such Subsequent Grant, if any, shall be no less
favorable than the terms and conditions of similar stock option grants, if any,
made to other similarly situated Company executives and shall be in accordance
with the provisions of the Company's then-existing stock option plans.

          2.5  Vacation.  Paid vacations of three weeks every 12 months shall be
               --------
permitted.  The Executive shall be entitled to take such vacation at such time
or times (without regard to the accrual thereof) as he shall choose, but for
purposes of calculation of amounts payable pursuant to Section 4 hereof, such
vacation entitlement shall accrue in accordance with the

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terms of the Company's vacation policy as in effect from time to time for
executive officers generally.

          2.6  Disability.  The Executive shall receive from the Company
               ----------
disability income replacement coverage which will provide for replacement of 80%
of his then effective Base Salary, to the extent available at a commercially
reasonable rate of premium, during any period in which the Executive is disabled
if the disability arose during the term of this Agreement and prior to the
Executive's date of termination.  During any period while the Executive is
disabled, and is otherwise entitled to receive salary under this Agreement, any
salary payments to the Executive shall be reduced by the amount of any benefits
paid for the same period of time pursuant to such disability income replacement
coverage.

          2.7  Benefits and Perquisites.  The Executive shall be entitled to
               ------------------------
receive from the Company employee benefits (including, but not limited to,
retirement, deferred income, pension, medical, dental, life and disability
insurance) and perquisites in such amounts and subject to terms and conditions
at least as favorable as are provided to any other senior executive of the
Company (other than the Chief Executive Officer).  The Company's current benefit
programs are described on Exhibit B attached hereto and such benefits shall not
be materially altered except for across the board modifications applicable to
all Company executives.  The Executive will also be entitled to participate in
the Company's 401K plan.  In addition, the Executive will be entitled to ample
office space, a desktop computer, parking, a cellular phone and all other
customary supplies and equipment to fulfill the

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requirements of his corporate duties and position under this Agreement as well
as a full-time secretary.

          2.8  Expenses.   The Executive shall be authorized to incur reasonable
               --------
expenses for entertainment, travel, meals, lodging, and similar items in the
conduct of the Company's business.  The Company shall reimburse the Executive
for all reasonable expenses so incurred, including, without limitation, an
automobile allowance of $749.92 per month and $.1504 per mile and the expense of
purchasing a Powerbook computer system.

          2.9  Transition Payment.  On the Effective Date, the Executive will
               ------------------
receive a lump sum payment of $50,000 as compensation for his transition
expenses, including partnership withdrawal costs, loss of annual law firm bonus
and cancellation of certain speaking and writing contracts.

3.  Termination of Employment.
    -------------------------

          3.1 Death.  The Executive's employment under this Agreement shall
              -----
terminate upon his death.

          3.2  Permanent Disability.  The Company may terminate the Executive's
               --------------------
employment with the Company during any period in which the Executive is
Permanently Disabled, which shall mean for purposes of this Agreement, any
period of time in which the Executive (i) has a physical or mental disability
which renders him incapable, after

                                       8
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reasonable accommodation, of performing his duties under this Agreement; (ii)
such disability is determined by the Chief Executive Officer of the Company to
be of a long-term nature; and (iii) the Executive is eligible for income
replacement benefits under the Company's long-term disability plan during such
time period.  In the event of any dispute as to whether the Executive is
Permanently Disabled, the Company may refer the dispute to a licensed practicing
physician of the Company's choice, and the Executive shall agree to such
reasonable tests and examinations as the physician may require to advise the
Company of the Executive's condition.

          3.3 For Cause.  The Company may terminate the Executive's employment
              ---------
under this Agreement at any time for Cause.  For the purposes of this Agreement,
"Cause" shall mean the willful and continued failure by the Executive to
substantially perform his material duties with the Company (other than any such
failure resulting from his incapacity due to physical or mental illness).
Notwithstanding the foregoing, the Executive shall not be terminated for Cause
pursuant to this Section 3.3 unless and until the Executive (a) has received
written notice of a proposed termination for Cause which specifically identifies
the manner in which the Chief Executive Officer of the Company believes that the
Executive has not substantially performed his material duties, (b) the Executive
has had an opportunity to confer with the Chief Executive Officer of the
Company, and (c) the Executive has had 60 days after receipt of such notice to
cure any alleged non-performance of his duties.  If at the end of such sixty-day
period the non-performance has not been cured to the reasonable satisfaction of
the Chief Executive Officer, then the Company, upon the determination of the
Compensation and Benefits Committee of the Board of Directors of the Company,
may terminate the

                                       9
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Executive's employment for Cause.  For purposes of this Section, no act, or
failure to act, on the Executive's part shall be deemed "willful" unless done,
or omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's action or omission was in the best interests of the
Company.

          3.4  Constructive Discharge.  The Executive may terminate his
               ----------------------
employment due to his Constructive Discharge if without the Executive's express
written consent, any of the following occurs:

          (i) a reduction by the Company in the Executive's annual Base Salary
     as in effect on the date hereof or as the same may be increased from time
     to time; or

          (ii) a demotion from the position or title of Vice President of the
     Company or President of Catellus Resources Group or an assigning of duties
     to the Executive that are inconsistent in any substantial respect with or
     are a reduction in any substantial respect from the position, authority, or
     responsibilities associated with the position of Vice President of the
     Company or President of Catellus Resources Group, or imposition of a
     requirement that the Executive report to anyone other than the Chief
     Executive Officer of the Company; or

          (iii)  a relocation of the Company's Los Angeles office to an area
     outside of Los Angeles or requirement for the Executive to be based
     anywhere other than within 50 miles from the site of the Los Angeles office
     of the Company; or

                                       10
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          (iv) the failure of the Company to obtain a satisfactory agreement
     from any successor to the Company to assume and perform the obligations of
     the Company under this agreement in the event there is a successor to the
     Company; or

          (v) the failure of the Company, without the Executive's written
     consent, to pay the Executive any portion of his Base Salary, Base Bonus,
     Additional Bonus, any installment or deferred compensation payment, or
     expense reimbursement within ten days of when due and payable, or the
     failure to issue shares of Company Common Stock in accordance with any
     stock options granted to the Executive upon the valid exercise thereof; or

          (vi) the failure of the Company to fulfill any of its obligations
     under this Agreement.

     3.5  Voluntary Resignation by Executive.  The Executive may resign from and
          ----------------------------------
terminate his employment under this Agreement at any time by giving the Company
written notice no less than 30 days prior to the date his resignation shall
become effective.

     3.6  Termination by Company Without Cause.  The Company may terminate the
          ------------------------------------
Executive's employment at any time without Cause; provided, however, that
termination under this Section 3.6 shall be deemed to have occurred only if such
termination did not occur for any reason described in Section 3.1, 3.2., 3.3.,
3.4 or 3.5 of this Agreement.

                                       11
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4.   Benefits Upon Termination.
     -------------------------

     4.1  Base Termination Benefits.  If the Executive's employment is
          -------------------------
terminated pursuant to Section 3.1 (due to death), Section 3.2 (due to Permanent
Disability), Section 3.3 (for Cause), or Section 3.5 (voluntary resignation by
the Executive) of this Agreement, the Company shall pay to the Executive (i) any
accrued and unpaid Base Salary , Base Bonus or Additional Bonus, and any other
due and payable compensation through the date of such termination; (ii) an
amount in respect of the Executive's accrued, unused vacation days as of the
date of such termination, determined in accordance with then-effective Company
policy; and (iii) any other payments or benefits to be provided to the Executive
by the Company pursuant to any employee benefit plans or any other arrangements
adopted by the Company, to the extent such amounts are due from the Company.
All such payments due the Executive under this Section 4.1 shall be paid in a
lump sum by the Company no later than the fifth day following the date the
Executive's employment terminates; provided, however, that the amount of any
such benefits shall be reduced by any other benefits provided upon termination
of the Executive's employment to which the Executive may be entitled under any
severance agreement with the Company.

     4.2  Additional Benefits Upon Constructive Discharge or Termination Without
          ----------------------------------------------------------------------
Cause.  If the Executive's employment is terminated pursuant to Section 3.4 (due
-----
to Constructive Discharge) or Section 3.6 (without Cause) of this Agreement, the
Company shall pay to the Executive (i) an amount in respect of the Executive's
accrued, unused vacation days as of the date of such termination determined in
accordance with then-effective

                                       12
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Company policy; (ii) in the event that the termination of employment occurs
prior to the first anniversary of the date hereof, the sum of (a) the number of
full months remaining in this Agreement, but not to exceed 24, multiplied by the
Executive's monthly Base Salary as of the date of such termination and (b) the
number of full months remaining in this Agreement, but not to exceed 24,
multiplied by $87,500 divided by 12; (iii) in the event that the termination of
employment occurs following the first anniversary of the date hereof, the sum of
(a) the number of full months remaining in this Agreement, but not to exceed 24,
multiplied by the average monthly Base Salary for the immediately preceding 2-
year period or, if the Executive has not served the Company for 24 months, then
the average monthly Base Salary for such shorter period and (b) the number of
full months remaining in this Agreement, but not to exceed 24, multiplied by the
average monthly Base Bonus and Additional Bonus for the immediately preceding 2-
year period or, if the Executive has not served the Company for 24 months, then
the average monthly Base Bonus and Additional Bonus for such shorter period;
(iv) any accrued and unpaid Base Salary, Base Bonus or Additional Bonus, and any
other due and payable compensation through the date of such termination; and (v)
any other payments or benefits to be provided to the Executive by the Company
pursuant to any employee benefit plans or any other arrangements adopted by the
Company, including stock options, to the extent such amounts are due from the
Company.  All such payments due the Executive under this Section 4.2 shall be
paid in a lump sum by the Company no later than the fifth day following the date
the Executive's employment terminates; provided, however, that the amount of any
such benefits shall be reduced by any other benefits provided upon termination
of the Executive's employment to which the Executive may be entitled under any
severance agreement with the Company.  From the

                                       13
<PAGE>

termination date of the Executive's employment pursuant to Section 3.4 or 3.6 of
this Agreement, and for the remaining period of the term of this Agreement, the
Executive shall be treated as an employee for purposes of the Company's group
health and dental programs, but not for purposes of life, dependent care
reimbursement, health care reimbursement, business travel accident insurance, or
long- or short-term disability programs, tax-qualified retirement plans, or any
other employee benefit plan or program of the Company, and shall receive
benefits substantially comparable to those in effect on the day before the
Executive's date of termination subject to any reduction or termination of such
benefits similarly affecting all management personnel of the Company.

     4.3  Mitigation and Set-Off.  The Executive shall not be required to
          ----------------------
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise.  The Company shall not be entitled to set off
against the amounts payable to the Executive under this Agreement any amounts
owed to the Company by the Executive, any amounts earned by the Executive in
other employment after termination of his employment by the Company, or any
amounts which might have been earned by the Executive in other employment had he
sought such other employment.

                                       14
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5.   Miscellaneous Provisions.
     ------------------------

     5.1  Indemnity.  To the fullest extent permitted by applicable law and the
          ---------
Bylaws of the Company, as the same now exist or may hereafter be amended (but,
in the case of any amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law or Bylaws
permitted the Company to provide prior to such amendment), the Company shall
indemnify the Executive and hold the Executive harmless for any acts or
decisions made in good faith while performing services for the Company, and the
Company shall use its best efforts to obtain coverage for the Executive under
any liability insurance policy or policies now in force or hereafter obtained
during the term of this Agreement that cover other officers of the Company
having comparable or lesser status and responsibility.  To the same extent, the
Company will pay and advance all expenses, including reasonable attorneys' fees
and costs of court approved settlements, actually and necessarily incurred by
the Executive in connection with the defense of or settlement of any action,
suit or proceeding and in connection with any appeal thereon, which has been
brought against the Executive by reason of the Executive's service as an officer
or agent of the Company or of a subsidiary of the Company.

     5.2  Covenant Against Competition.  The Executive agrees that from the
          ----------------------------
Effective Date until the termination of his employment, the Executive will not,
without the prior written approval of the Chair of the Board of the Company,
directly or indirectly, as owner, partner, officer or employee, engage in any
business which is substantially competitive with any business then actively
conducted by the Company or by any of its subsidiaries or under-

                                       15
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take to consult with or advise any such competitive business, or otherwise,
directly or indirectly, engage in any activity which is substantially
competitive with or in any way adversely and substantially affecting any
activity of the Company or any of its subsidiaries; provided, however, that
ownership by the Executive of not more than 5% of the outstanding shares of
stock of any such business listed on any national stock exchange or quoted on an
automated quotation system, or of not more than 15 percent of the stock of any
such business not so listed or quoted, shall not be deemed a violation of this
covenant.

     5.3  Trade Secrets and Other Confidential Information.  In further
          ------------------------------------------------
consideration of the payments to be made to the Executive hereunder, the
Executive agrees that:

          (i) During the term of his employment under this Agreement and for a
period of 5 years thereafter, he will not divulge to anyone, other than to
persons designated by the Company in writing or as may be required by law, any
trade secrets or other confidential or propriety information (including, without
limitation any inventions, formulae, methods or products whether or not patented
or patentable) directly or indirectly useful in any aspect of the Company's
business, as conducted from time to time, as to which the Executive at any time
during his employment shall become, informed and which is not then generally
known to the public or recognized as standard practice and shall use reasonable
precautions to ensure that such information remains confidential; and

          (ii) During the employment period, upon termination of employment
under this Agreement or at any subsequent time upon request, the Executive will
return promptly to

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<PAGE>

the Company as its property, all corporate documents and records in whatever
form they may exist, which are then in his custody, possession or control,
including those related to trade secrets or other confidential information.

     5.4  Change of Control Payments.  In the event that a Change of Control (as
          --------------------------
defined in paragraph 5.4(iii) hereof) occurs during the term of this Agreement
while the Executive is employed by the Company, Executive shall be entitled to
certain payments as follows:

          (i) If, within 12 months after the occurrence of the Change of
Control, the Executive's employment by the Company or its successor is
terminated by the Company without Cause (as defined in Section 3.3 or by the
Executive pursuant to Section 3.4 (relating to Constructive Discharge), then the
Executive shall be entitled to receive from the Company or such successor, in
lieu of, and not in addition to, the amounts otherwise payable to the Executive
pursuant to Section 4 hereof, a lump sum payment in an amount which is equal to
three times the "base amount" in respect of the Executive as defined in Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any
successor to that provision.  In addition, the stock option described in Section
2.4 hereof shall become fully vested in such event.

          (ii) If any payments under this Agreement, after taking into account
all other payments to which the Executive is entitled from the Company, or any
affiliate thereof, are more likely than not to result in a loss of a deduction
to the Company by reason of

                                       17
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Section 280G of the Code or any successor provision to that section, such
payments shall be reduced to the extent required to avoid such loss of
deduction.  The Executive shall be entitled to select the order in which
payments are to be reduced in accordance with the preceding sentence.

          If requested by the Company, the Executive shall provide complete
compensation and tax data on a timely basis to the Company and to an accounting
or law firm designated by the Company in order to enable the Company to
determine the extent to which payments from the Company and its affiliates may
result in a loss of a deduction.  If the Executive incurs fees or expenses in
accumulating such information, the Company shall reimburse the Executive for any
reasonable fees and expenses so incurred.

          If the Executive and the Company disagree as to whether a payment
under this Agreement is more likely than not to result in the loss of a
deduction, the matter shall be resolved by an opinion of tax counsel chosen by
the Company's independent auditors.  The Company shall pay the fees and expenses
of such counsel, and shall make available such information as may be reasonably
requested by such counsel to prepare the opinion.

          If, by reason of the limitations of this Section 5.4(ii), the maximum
amount payable to the Executive cannot be determined prior to the due date for
such payment, the Company shall pay on the due date the minimum amount which it
in good faith determines to be payable and shall pay the remaining amount, with
interest at a rate, compounded semi-annually, equal to 120% of the applicable
Federal rate determined under Section 1274(d) of

                                       18
<PAGE>

the Code, as soon as such remaining amount is determined in accordance with this
Section 5.4(ii).

          (iii)  A "Change of Control" of the Company shall be deemed to have
occurred upon the happening of any of the following events:

          (a) the acquisition or holding, other than in or as a result of a
     transaction approved by the Continuing Directors (as defined in paragraph
     (b) below) of the Company, by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (an
     "Acquiror") of beneficial ownership (within the meaning of Rule 13d-3
     promulgated under the Exchange Act) of 25% or more of the combined voting
     power of the then outstanding shares of common stock and other stock of the
     Company entitled to vote generally in the election of directors, but
     excluding for this purpose:

               (1) any such acquisition (or holding) by California Public
          Employees' Retirement System, which as of the Effective Date holds
          approximately 41% of the issued and outstanding common stock of the
          Company ("CalPERS"), or while CalPERS is the beneficial owner of
          shares having a greater percentage of such combined voting power than
          the shares held by the Acquiror;

                                       19
<PAGE>

               (2) any such acquisition (or holding) by the Company or any of
          its Subsidiaries, or any employee benefit plan (or related trust) of
          the Company or such Subsidiaries; or

               (3) any such acquisition (or holding) by any corporation with
          respect to which, following such acquisition, more than 50% of,
          respectively, the then outstanding shares of common stock of such
          corporation and the combined voting power of the then outstanding
          voting securities of such corporation entitled to vote generally in
          the election of directors is then beneficially owned, directly or
          indirectly, by all or substantially all of the individuals and
          entities who were the beneficial owners, respectively, of the common
          stock and other voting securities of the Company immediately prior to
          such acquisition in substantially the same proportion as their
          ownership, immediately prior to such acquisition, of the then
          outstanding shares of common stock of the Company and of the combined
          voting power of the then outstanding voting securities of the Company
          entitled to vote generally in the election of directors;

          (b) individuals who, as of the date hereof, constitute the Board (the
     "Continuing Directors") cease for any reason to constitute at least a
     majority of the Board, provided that any individual becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     the Company's stockholders, was approved by a vote of at least a majority
     of the persons then comprising the

                                       20
<PAGE>

     Continuing Directors shall be considered a Continuing Director, but
     excluding, for this purpose, any such individual whose initial election as
     a member of the Board is in connection with an actual or threatened
     "election contest" relating to the election of the directors of the Company
     (as such term is used in Rule 14a-11 of Regulation 14A promulgated under
     the Exchange Act); or

          (c) approval by the Company's stockholders of (1) a reorganization,
     merger or consolidation of the Company, with respect to which in each case
     all or substantially all of the individuals and entities who were the
     respective beneficial owners of the common stock and voting securities of
     the Company immediately prior to such reorganization, merger or
     consolidation do not, following such reorganization, merger or
     consolidation, beneficially own, directly and indirectly, more than 50% of,
     respectively, the then outstanding shares of common stock and the combined
     voting power of the then outstanding voting securities entitled to vote
     generally in the election of directors, of the corporation or other entity
     resulting from such reorganization, merger of consolidation, or (2) of a
     complete liquidation or dissolution of the Company, or (3) the sale or
     other disposition of all or substantially all of the assets of the Company.

     5.5  Integration.  With respect to the matters covered herein, this
          -----------
Agreement contains the entire agreement and understanding between the Executive
and the Company and supersedes all prior oral and written agreements,
understandings, commitments and practices between the parties, whether or not
fully performed by the Executive before the effective

                                       21
<PAGE>

date of this Agreement, between the Executive and the Company.  No amendments to
this Agreement may be made except by a writing signed by both parties.

     5.6  Severability; Governing Law.  The invalidity or unenforceability of
          ---------------------------
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect.  This Agreement shall be interpreted under, and governed by, the laws of
the State of California.

     5.7  Title and Headings.  Title and headings are for ease of reference and
          ------------------
convenience only and shall not be construed to affect the meaning of any
provision of this Agreement.

     5.8  Notices.  Any notices to the Company required or permitted hereunder
          -------
shall be given in writing to the Company, either by personal service or by
registered or certified mail, postage prepaid, duly addressed to the secretary
of the Company at its then principal place of business.  Any such notice to the
Executive shall be given in like manner, and if mailed shall be addressed to the
Executive at the Los Angeles office of the Company or at his home address as
recorded in the employment records of the Company (initially 10960 Westwood
Blvd., Culver City, CA 90230).  For the purpose of determining compliance with
any time limit herein, a notice shall be deemed given at the time of postmark
date.

     5.9  Nonassignability.  This Agreement shall not be transferable or
          ----------------
assignable by either the Executive or the Company, except that this Agreement
shall be binding upon the

                                       22
<PAGE>

Company and its successors in the event of dissolution, reorganization,
consolidation or merger, and upon any person acquiring, whether by merger,
consolidation, purchase of assets, or otherwise, all or substantially all of the
Company' assets or business.  The rights of the Executive to receive payment of
amounts of compensation provided for in this Agreement shall inure to the
benefit of, and may be enforced by, the Executive's estate in the event of his
death.

     5.10 Attorneys' Fees and Costs for Proceedings.  If any action at law or in
          -----------------------------------------
equity, or any proceeding pursuant to Section 5.13 hereof, is commenced to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which he may be entitled.

     5.11 Full Settlement.  The Company's obligation to make the payments
          ---------------
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others.

     5.12 Waiver.  Either party's failure to enforce any provision or provisions
          ------
of this Agreement shall not in any way be construed as a waiver of any such
provision, or provisions, nor prevent that party thereafter from enforcing each
and every other provision of this Agreement.  The rights granted both parties
herein are cumulative and shall not constitute a waiver of either party's right
to assert all other legal remedies available to it under the circumstances.

                                       23
<PAGE>

     5.13  Arbitration of All Disputes.  Any controversy or claim arising out of
           ---------------------------
or relating to this Agreement (or the breach thereof) shall be settled by
binding and non-appealable arbitration in San Francisco, California by an
arbitrator.  The Executive and the Company shall initially confer and attempt to
reach agreement on the individual to be appointed as such arbitrator.  If no
agreement is reached, the parties shall request from the Los Angeles office of
the Judicial Arbitration and Mediation Services ("JAMS") a list of five retired
judges affiliated with JAMS.  The Executive and the Company shall each
alternately strike names from such list until only one name remains and such
person shall thereby be selected as the arbitrator.  Except as otherwise
provided for herein, such arbitration shall be conducted in conformity with the
procedures specified in the California Arbitration Act (Cal. C.C.P. (S)(S) 1280
et seq.).  The arbitrator shall not be authorized to award punitive damages with
-- ---
respect to any claim, dispute or controversy.  The parties intend that this
Section 4.10 shall be valid, binding, enforceable and irrevocable and shall
survive the termination of this Agreement and that any arbitration proceeding
hereunder shall be concluded within 60 days after the initiation thereof.  The
Company and the Executive shall jointly so instruct the Arbitrator chosen to
arbitrate any dispute arising hereunder and agree that the criteria used by them
to select such Arbitrator shall include his or her availability to act
expeditiously within not more than the 60-day period referred to herein.  The
parties hereto agree that the final decisions of the Arbitrator so chosen may be
enforced by a court of competent jurisdiction.

     5.14 Survival and Enforceability.  Except as otherwise expressly provided
          ---------------------------
in this Agreement, the rights and obligations of the parties to this Agreement
shall survive the

                                       24
<PAGE>

termination of the Executive's employment with the Company.  Except as otherwise
noted in this Agreement, the enforceability of this Agreement shall not cease or
otherwise be adversely affected by the termination of the Executive's employment
with the Company.

     5.15 Payment of Fees for Counsel.  The Company shall pay the legal fees of
          ---------------------------
any outside legal counsel employed by the Executive for the negotiation of the
Agreement, which fees shall not exceed $10,000.

     5.16 Personnel Policies and Legal Compliance Manuals.  The Executive
          -----------------------------------------------
acknowledges that he has received a copy of the document entitled Personnel
Policies Manual, revised October 4, 1995, and the Legal Compliance Manual dated
February 16, 1996.  The Executive understands and agrees that it is his
responsibility to read and familiarize himself with the provisions contained in
the Personnel Policies Manual and to abide by the rules, policies and standards
set forth in the Personnel Policies Manual.  All policies, rules and regulations
contained in the Personnel Policies Manual are subject to change, with or
without notice, at the Company's discretion.  In addition, the Executive
acknowledges that he has reviewed and understands the provisions of the Legal
Compliance Manual and agrees to comply with the Company's policies and
guidelines contained therein and to strictly follow all laws relating to the
performance of his duties.

                                       25
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by an authorized officer and the Executive has executed this Agreement
as of the date first above written.

                              CATELLUS DEVELOPMENT CORPORATION



                              By: /s/ Nelson C. Rising
                                 -------------------------------
                                     Nelson C. Rising
                                     Chief Executive Officer


                              "EXECUTIVE"

                                  /s/ David Friedman
                              ----------------------------------
                                     David Friedman

                                       26
<PAGE>

                                   EXHIBIT A


                        CATELLUS DEVELOPMENT CORPORATION
                AMENDED AND RESTATED EXECUTIVE STOCK OPTION PLAN
                   NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
                                  (Executive)


          This Award Agreement ("Agreement") is entered into as of
February 1, 1996 (the "Date of Grant") between Catellus Development Corporation,
a Delaware corporation ("Catellus"), and

                               David B. Friedman

an employee of Catellus (the "Executive").

          The Board of Directors (the "Board") of Catellus wishes to reward the
Executive whose performance will contribute to the long-term success and growth
of Catellus and to further the identity of interests of the Executive with the
stockholders of Catellus by granting the Executive a non-qualified stock option
to acquire common stock of Catellus, par value $.01 per share ("Common Stock"),
pursuant to the Amended and Restated Executive Stock Option Plan (the "Plan").

          Catellus and the Executive hereby agree as follows:

          1.   NUMBER OF OPTION SHARES.  This Agreement evidences the grant by
Catellus to the Executive, on the terms, conditions and restrictions set forth
herein and in the Plan, of a non-qualified stock option (the "Option") to
purchase, from time to time, a total of

                                    100,000

shares of Common Stock (the "Option Shares").

          2.   OPTION PURCHASE PRICE.  Upon exercise, the Executive shall pay to
Catellus $7.00 per Option Share (the "Option Purchase Price").

          3.   OPTION EXPIRATION DATE.  Unless terminated sooner in accordance
with the provisions of the Plan or this Agreement, the right to exercise the
Option shall expire on  February 1, 2006 (the "Expiration Date").

                                       1
<PAGE>

          4.  VESTING RESTRICTIONS.  The Option shall be exercisable in
accordance with the following provisions:

          a.        No portion of the Option may be exercised for any reason
until at least six months have elapsed following the Date of Grant.

          b.        Subject to the provisions of Section 5 of this Agreement,
the Option shall become exercisable (i) as to the entire number of the Option
Shares on and after the eighth anniversary of the Date of Grant or (ii) if
earlier, in the amounts indicated on and after the dates set forth below (each,
a "Vesting Date") in accordance with the provisions of Section 4c of this
Agreement:

               (A) The Option may be exercised as to up to 25% of the Option
     Shares on and after the first anniversary of the Date of Grant provided the
     conditions specified in Section 4c of this Agreement are met.

               (B) The Option may be exercised as to up to 50% of the Option
     Shares on and after the second anniversary of the Date of Grant provided
     the conditions specified in Section 4c of this Agreement are met.

               (C) The Option may be exercised as to up to 75% of the Option
     Shares on and after the third anniversary of the Date of Grant provided the
     conditions specified in Section 4c of this Agreement are met.

               (D) The Option may be exercised as to up to the entire number of
     the Option Shares on and after the fourth anniversary of the Date of Grant
     provided the conditions specified in Section 4c of this Agreement are met.

          c.        The Option may be exercised as to (i) 25% of the Option
Shares provided the average of the Closing Price (as defined below) of a Common
Share (as defined in the Plan) for any 30 consecutive trading days following the
Date of Grant is at least $8.50; (ii) 50% of the Option Shares provided the
average of the Closing Price of a Common Share for any 30 consecutive trading
days following the Date of Grant is at least $10.50; (iii) 75% of the Option
Shares provided the average of the Closing Price of a Common Share for any 30
consecutive trading days following the Date of Grant is at least $12.50; and
(iv) 100% of the Option Shares provided the average of the Closing Price of a
Common Share for any 30 consecutive trading days following the Date of Grant is
at least $15.00.

          For purposes of this Section 4c, the term "Closing Price" shall mean,
for any trading day, the closing price of a Common Share on such day (i) on the
New York Stock Exchange ("NYSE"), if the Common Shares are then listed on such
exchange, (ii) if the Common Shares are not listed on the NYSE, on the principal
national stock exchange on which the Common Shares are then listed, or (iii) if
not listed on any national stock

                                       2
<PAGE>

exchange, as reported by NASDAQ.  If the Common Shares are not then listed on
any national stock exchange or reported by NASDAQ, then the Closing Price shall
be determined in any reasonable manner approved by the Committee (as defined in
the Plan).

          5.   EFFECT OF CERTAIN EVENTS ON VESTING AND EXERCISE.

               a.  TERMINATION OF EMPLOYMENT.

               (i) General.  In the event of the Executive's termination of
                   -------
     employment for any reason, any portion of the Option that (A) has not
     vested as of such termination, or (B) is vested as of such termination or
     becomes vested as a result of such termination in accordance with Section
     5a(ii) and is not exercised within the period specified in Section 5c,
     shall be forfeited.

               (ii) Termination as a Result of Retirement, Disability or Death.
                    ----------------------------------------------------------
     In the event of the Executive's termination of employment prior to the
     first anniversary of the Date of Grant by reason of (A) retirement at or
     after age 65, (B) disability (as defined in the Plan), or (C) death, a
     portion of the Option will vest equal to the number of Option Shares
     subject to the Option multiplied by a fraction, the numerator of which is
     the number of months elapsed from the Date of Grant and the denominator of
     which is the number of months from the Date of Grant to the final Vesting
     Date.

               (iii)  Termination for Cause.  In the event of the Executive's
                      ---------------------
     termination of employment "for cause" (as defined in the Plan), any
     unexercised portion of the Option, whether vested or unvested, shall be
     immediately forfeited.

               b.   FORFEITURE.  Notwithstanding any other provision herein, any
unexercised portion of the Option, whether vested or unvested, shall be
immediately forfeited if the Executive (i) is employed by a competitor of, or
engaged in any activity in competition with, Catellus without Catellus' consent,
(ii) divulges without Catellus' consent any secret or confidential information
belonging to Catellus, or (iii) is engaged in any other activities which would
constitute grounds for termination "for cause".

               c.   EXERCISE PERIOD FOLLOWING TERMINATION OF EMPLOYMENT.

               (i) In the event of the Executive's termination of employment by
     reason of death, any unexercised portion of the Option that is or becomes
     vested upon his or her death in accordance with Section 5a(ii) of this
     Agreement may be exercised by the Executive's personal representative or by
     the person or persons to whom the Option shall have been transferred by
     will or the laws of descent and distribution at any time within one year
     following his or her death, but in no event after the Expiration Date.

                                       3
<PAGE>

               (ii) In the event of the Executive's termination of employment
     (A) for any reason (1) other than death or (2) other than "for cause" or
     (B) by reason of the resignation of the Executive, any unexercised portion
     of the Option that is or becomes vested upon such termination in accordance
     with Section 5a(ii) of this Agreement (unless such unexercised portion is
     forfeited in accordance with Section 5a(iii) or 5b of this Agreement) may
     be exercised by the Executive at any time within three months following
     such termination of employment, but in no event after the Expiration Date.

          6.   EXERCISE OF OPTION.

          a.        All or a portion of the Option may be exercised in
accordance with procedures (including requisite holding periods) established
from time to time by the Committee.  If shares of Common Stock are tendered as
payment, such shares of Common Stock shall be valued at their Fair Market Value
(as defined in the Plan) on the date of exercise of the Option.

          b.        No fractional shares, or cash in lieu thereof, shall be
issued under the Option.

          c.        As a condition to the grant of the Option, the Executive
agrees (i) that Catellus may deduct from any payments of any kind otherwise due
to the Executive from Catellus the aggregate amount of any federal, state or
local taxes of any kind required by law to be withheld with respect thereto or,
if no such payments are due or to become due to the Executive, that the
Executive shall pay to Catellus, or make arrangements satisfactory to Catellus
regarding the payment to it of, such taxes and (ii) that Catellus or its
subsidiaries may withhold from the shares of Common Stock to be issued upon
exercise of the Option that number of shares of Common Stock that is equivalent
(valuing such shares of Common Stock at their Fair Market Value on the date of
exercise of the Option) to the amount of any federal, state or local withholding
or other taxes due upon the exercise of the Option.  The Committee has approved
without further condition the offset of shares of Common Stock for such purposes
(subject to any applicable legal limitations) and the Executive irrevocably
elects this means of payment of such taxes.  If any such taxes should become due
after the date of exercise, the Executive must pay, or arrange (to the
satisfaction of Catellus) to pay, the amount due.

          d.        No shares of Common Stock shall be issued or transferred
upon exercise of the Option unless and until all legal requirements applicable
to the issuance or transfer of such Common Stock have been complied with to the
satisfaction of the Committee.

          7.   CHANGE IN CAPITALIZATION.  In the event of a change in the
capitalization of Catellus due to a stock split, stock dividend,
recapitalization, merger,

                                       4
<PAGE>

consolidation, combination or similar event, an appropriate adjustment shall be
made in the number of Common Shares subject to the Plan and the terms of the
Option may be adjusted by the Committee to reflect such change.  Any adjustments
pursuant to this Section shall be determined by the Committee in its sole
discretion.

          8.   NO ASSIGNABILITY.  The Option is not assignable or transferable
by the Executive, other than by will, by the laws of descent and distribution or
pursuant to a qualified domestic relations order (as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income
Security Act of 1974, or the rules thereunder), and may be exercised during the
lifetime of the Executive only by the Executive or, if the Executive becomes
disabled, by his or her legal representative.

          9. OTHER PROVISIONS.

          a.        Nothing in this Agreement or in the Plan shall confer any
right to continue employment with Catellus nor restrict Catellus from
termination of the employment relationship of the Executive at any time.  The
Executive is employed as an employee-at-will and may be terminated from
employment at any time with or without notice, and with or without cause.

          b.        Nothing in this Agreement or in the Plan shall confer any
rights as a stockholder upon the Executive or any other person entitled to
exercise the Option with respect to any Option Shares covered by the Option
until such time as the Executive or such other person shall have become the
holder of record of such Option Shares.

          c.        The Executive acknowledges receipt of a copy of the Plan,
which is made a part hereof by this reference, and agrees to be bound by the
terms thereof.  In the event of a conflict between the terms of this Agreement
and the Plan, the Plan shall be the controlling document; provided, however,
                                                          --------  -------
that Catellus and the Executive acknowledge that pursuant to its authority under
the Plan, the Committee has established the Option Purchase Price contained in
Section 2 of this Agreement and the vesting schedule contained in Sections 4b
and 4c of this Agreement.  Capitalized terms used but not defined herein shall
have the respective meanings ascribed to them in the Plan.

          d.        The Executive acknowledges that Catellus has the right to
terminate, modify or amend the Plan at any time, but that no such termination,
modification or amendment may, without the Executive's consent, adversely affect
the rights of the Executive under the Option.  The Executive further
acknowledges that the grant of the Option or of any other option in one year or
at one time does not in any way obligate Catellus to make a grant of an option
at any future time or in any given amount.

                                       5
<PAGE>

          e.   In the event that any provision of this Agreement is held to be
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Agreement.

          f.        The rights and obligations under this Agreement shall inure
to the benefit of, and shall be binding upon, Catellus, the Executive and the
Executive's representatives and beneficiaries.

          g.        Any communication under this Agreement shall be in writing
and addressed to Catellus at 201 Mission Street, San Francisco, California
94105, Attention:  Secretary and to the Executive at the address given beneath
the Executive's signature, or at such other address as either party may
hereafter designate in writing to the other.

          h.        The interpretation, performance and enforcement of the
Option and this Agreement shall be governed by the laws of the State of
California.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


                              "CATELLUS"

                              CATELLUS DEVELOPMENT CORPORATION


                              By:
                                 --------------------------------------

ATTEST:

---------------------------
Assistant Secretary           "EXECUTIVE"

                              -----------------------------------------
                              Print Name:
                                         ------------------------------
                              Address:
                                      ---------------------------------

                                       6
<PAGE>

                                   EXHIBIT B

                                C A T E L L U S

                               [LOGO OF CATELLUS]

                        CATELLUS DEVELOPMENT CORPORATION
                                BENEFITS SUMMARY
                                      1995
<PAGE>

                        CATELLUS DEVELOPMENT CORPORATION
                        INSTRUCTIONS FOR OPEN ENROLLMENT
                             NOVEMBER 9 - 18, 1994

 .    If you are not making any changes to your plans, you need only to complete
                ---
     the Flexible Benefits Plan Enrollment Form.

 .    If you are changing plans or adding/dependents, please obtain appropriate
     forms from the Administrative Support person at your location.

 .    Medical-Prudential will continue to provide our medical coverage with an
     HMO and PruCare Plus option. Kaiser will remain in place only for those
     employees currently covered under the plan.

 .    Dental - Our dental plan will continue to be offered through Phoenix Home
     Life.

 .    Supplemental Life/AD&D - This benefit will continue to be provided by
     Phoenix Home Life at your cost. All employees presently covered will have
     their coverage automatically carried over.

 .    All other benefits are paid for by Catellus and enrollment is automatic.
     These benefits include:

     .    Vision Coverage

     .    Short Term/Long Term Disability

     .    Basic Life/AD&D
<PAGE>

                        CATELLUS DEVELOPMENT CORPORATION

                                BENEFIT CHANGES

 .    January 1, 1995 will see two minor changes to Catellus Development
     Corporation's benefit program.

 .    Flexible Benefit Plan Benefit Increased

         Unreimbursed medical expenses increased to S1,500 per year.

 .    Vision Plan Modified

         New eyeglass frames can be purchased once every 24 months.


               1995 MONTHLY COST OF HEALTH BENEFITS: SAME AS l994
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
  Salary Range       Employee/Dependent  HMO Cost   PruCare Plus*    Dental Cost
--------------------------------------------------------------------------------
<S>                     <C>               <C>           <C>            <C>
Up to $25,000           Employee          $5            $15            $4
                        Dependent         $10           $30            $6
--------------------------------------------------------------------------------
$25,001  - $35,000      Employee          $16.51        $26.51         $8
                        Dependent         $23.63        $53.63         $12
--------------------------------------------------------------------------------
$35,001 - $50,000       Employee          $21.51        $36.51         $10
                        Dependent         $33.63        $73.63         $14
--------------------------------------------------------------------------------
$50,001 - $70,000       Employee          $26.51        $41.51         $13
                        Dependent         $43.63        $103.63        $18
--------------------------------------------------------------------------------
$70,001 AND UP          Employee          $31.51        $51.51         $15
                        Dependent         $73.63        $133.63        $23
--------------------------------------------------------------------------------
</TABLE>




            *All Health Options Include Vision Coverage through VSP
<PAGE>

CATELLUS DEVELOPMENT CORPORATION

                                OPEN ENROLLMENT
                                MEDICAL CHOICES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                    HMO
       Benefits                                   PruCare
--------------------------------------------------------------------------------
                                      Services from or through your
                                    Prudential Primary Care Physician

<S>                                 <C>
Annual Deductible                   None
(amount you pay before plan pays)
--------------------------------------------------------------------------------
Doctor Visits                       100% after $10 copay
--------------------------------------------------------------------------------
Hospital Stay                       100%
--------------------------------------------------------------------------------
Emergency Room Visit                100% after $25 copay*
--------------------------------------------------------------------------------
Preventive Care                     100% after $10 copay
(well baby care, physicals)
--------------------------------------------------------------------------------
Prescription Drugs                  100% after $5 copay**
--------------------------------------------------------------------------------
Out-of-Pocket Maximum               $2,000 per individual
--------------------------------------------------------------------------------
</TABLE>

*  In Dallas, the copay is $50
** In Dallas, the copay is $5 for generic and $10 for brand name drugs

<PAGE>

CATELLUS DEVELOPMENT CORPORATION

                                OPEN ENROLLMENT
                                MEDICAL CHOICES
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                   Point-of-Service (POS)
       Benefits                                         PruCare Plus
--------------------------------------------------------------------------------
                                Services from or            Non-Network
                                  through your               Providers
                               Prudential Primary
                                 Care Physician
--------------------------------------------------------------------------------
<S>                            <C>                         <C>
Annual Deductible              None                        $200 individual
(amount you pay before
plan pays)                     $500 family
--------------------------------------------------------------------------------
Doctor Visits                  100% after $10 copay        70% after deductible
--------------------------------------------------------------------------------
Hospital Stay                  90%                         70% after deductible
--------------------------------------------------------------------------------
Emergency Room Visit           100% after $25 copay        70% after deductible
--------------------------------------------------------------------------------
Preventive Care                100% after $10 copay        70% after deductible
(well baby care, physicals)                                Well Child Care:
                                                           Maximum eligible
                                                           charges: $15/visit,
                                                           $10/immunizations,
                                                           $100/year
--------------------------------------------------------------------------------
Prescription Drugs                             100% after $5 copay
--------------------------------------------------------------------------------
Out-of-Pocket Maximum                          $2,000 per individual
--------------------------------------------------------------------------------

</TABLE>

<PAGE>

CATELLUS DEVELOPMENT CORPORATION
<TABLE>
<CAPTION>
                                                    DENTAL
                                               PHOENIX HOME LIFE
--------------------------------------------------------------------------------
                                  In-Network               Out-of-Network

Deductible                             $25 individual/$75 family
--------------------------------------------------------------------------------
<S>                          <C>                          <C>
Preventive                   100% deductible waived       100% deductible waived

Basic                        90%                          80%

Major                        60%                          50%

Orthodontia                  50%                          50%
</TABLE>

Calendar Year maximum                            $l,000 per individual

Orthodontia Lifetime Maximum                     $1,000 per individual

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                              LONG TERM DISABILITY
                                     CIGNA
--------------------------------------------------------------------------------
<S>                           <C>
Elimination Period:           90 days

Monthly Benefit:              66.67% of basic monthly earnings to a maximum
                              monthly benefit of $10,000.


Definition of Disability      You cannot perform each of the material duties of
                              your regular occupation; and after benefits have
                              been paid for 24 months you cannot perform each of
                              the material duties of any gainful occupation for
                              which you are reasonably fitted by training,
                              education or experience.
--------------------------------------------------------------------------------

                              SHORT TERM DISABILITY
                                     CIGNA
--------------------------------------------------------------------------------
Elimination Period:           7 days accident
                              7 days illness
Monthly Benefit:              66.67% of basic monthly earnings to
                              a maximum of $2,037

Benefit Period:               13 weeks maximum (90 days).
</TABLE>
--------------------------------------------------------------------------------
<PAGE>

                                 CORE LIFE/AD&D
                               PHOENIX HOME LIFE
--------------------------------------------------------------------------------
Employee:          1.5 times basic annual earnings to a maximum benefit of
                   $300,000
--------------------------------------------------------------------------------

                             SUPPLEMENTAL LIFE/AD&D
                               PHOENIX HOME LIFE
--------------------------------------------------------------------------------
Option 1:      1.5 times basic annual earnings to a maximum benefit of $300,000
Option 2:      2.5 times basic annual earnings to a maximum benefit of S300,000

Rates:         100% employee paid
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                 Rate per $1,000                        Rate per $1,000
Age Bands           per month             Age Bands        per month
<S>              <C>                      <C>           <C>
   16-29              .11                   50-54             .587
   30-34             .135                   55-59             .953
   35-39             .154                   60-64            1.411
   40-44             .250                   65-69            2.300
   45-49             .364                   70-74            3.433
--------------------------------------------------------------------------------
</TABLE>

                  SUPPLEMENTAL LIFE/AD&D - FAMILY LIFE BENEFITS
                               PHOENIX HOME LIFE
--------------------------------------------------------------------------------

Spouse:             In $10,000 units to a maximum benefit of $100,000
--------------------------------------------------------------------------------

Rates for Spousal Benefit - Spouses rates based on Employee's spouse age
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                 Rate per $1,000                        Rate per $1,000
Age Bands           per month             Age Bands        per month
<S>              <C>                      <C>           <C>
up to 20              .11                   45-49             .364
   20-24              .11                   50-54             .587
   25-29              .11                   55-59             .953
   30-34             .135                   60-64            1.411
   35-39             .154                   65-69             2.30
   40-44             .250                   70-74        Terminates
--------------------------------------------------------------------------------
</TABLE>

Child(ren)       In $2,500 units to a maximum benefit of $10,000
--------------------------------------------------------------------------------

Rates for Children(ren):  $.60 per $2,500 per month
--------------------------------------------------------------------------------

<PAGE>

                        CATELLUS DEVELOPMENT CORPORATION
                           FLEXIBLE SPENDING ACCOUNTS

Catellus Development Corporation will continue to offer the tax advantage of
Flexible Spending Arrangements in 1995. These benefits include:

 .    Pre-tax treatment of all employee contributions for health coverages.

 .    Pre-tax treatment of up to $1,500 in unreimbursed medical expenses.

 .    Pre-tax treatment of up to $5,000 in dependent care costs.

In 1995 Catellus Development Corporation will continue to use Lipman
Administrators of Fremont, California to administer its flexible spending
program.

 .    Reimbursement checks will continue to be paid twice monthly.

 .    Claims may be filed on a timely basis by fax machine.

Carefully determine your flexible spending account contributions for 1995.
Remember the use it or lose it provision governing these benefits.

 .    Complete the election form, sign it and return it with your other
     enrollment forms.

              This summary of benefits is a brief outline of your
                insurance coverages. Please see the booklets for
                         the complete plan descriptions.