<PAGE>

                                                                    Exhibit 10.2

                         PROLOGIS 2000 SHARE OPTION PLAN
                              FOR OUTSIDE TRUSTEES
          (As Amended and Restated Effective as of September 26, 2002)

<PAGE>

                        PROLOGIS 2000 SHARE OPTION PLAN
                              FOR OUTSIDE TRUSTEES
          (As Amended and Restated Effective as of September 26, 2002)

     1.   History and Purpose of the Plan. ProLogis (formerly known as ProLogis
Trust), a Maryland real estate investment trust (the "Trust"), established the
ProLogis 2000 Share Option Plan for Outside Trustees (the "Plan") effective as
of May 18, 2000. The Plan is intended to advance the interests of the Trust and
its shareholders by affording to the Trustees who are not officers or employees
of the Trust or its affiliates an additional opportunity to participate in the
ownership of the Trust and to benefit from any appreciation in the market value
of the Shares in order to motivate, retain and attract the highly competent
individuals upon whose judgment, initiative, leadership and continued efforts
the success of the Trust depends. The following provisions constitute an
amendment, restatement and continuation of the Plan as in effect immediately
prior to September 26, 2002 in the form of "ProLogis 2000 Share Option Plan for
Outside Trustees".

     2.   Definitions. Unless the context otherwise requires, the following
words as used herein shall have the following meanings:

     (a)  "Administrator" - The Secretary of the Trust or other person (who is
not an Outside Trustee) designated by the Board of Trustees of the Trust (the
"Board") to administer the Plan.

     (b)  "Annual Meeting" - The annual meeting of shareholders of the Trust.

     (c)  "Disability" - Disability resulting from injury or illness which, as
determined by the Administrator, renders the Optionee unable to serve as a
Trustee of the Trust.

     (d)  "Option" - An option to purchase Shares granted pursuant to the
provisions hereof.

     (e)  "Optionee" - An Outside Trustee who has been granted an Option under
this Plan.

     (f)  "Outside Trustee" - A Trustee of the Trust who is not an officer or
employee of the Trust or its affiliates.

     (g)  "Plan" - The ProLogis Trust 2000 Share Option Plan for Outside
Trustees set forth herein.

     (h)  "Retirement" - Retirement shall mean the termination of the Trustee's
position as a Trustee after providing at least five years of service as a
Trustee to the Trust and attaining age 60.

                                        1

<PAGE>

     (i)  "Share Option Agreement" - The agreement described in Section 5
between the Trust and the Optionee pursuant to which the Optionee may purchase
Shares hereunder.

     (j)  "Shares" - The Trust's present common shares of beneficial interest
and any share or shares of beneficial interest or other securities of the Trust
hereafter issued or issuable upon, in respect of or in substitution or in
exchange therefor.

     3.   Administration of the Plan. The Plan shall be administered by the
Administrator, who shall, in accordance with the provisions hereof: (i) direct
the preparation of any appropriate documentation, including Share Option
Agreements, to document the grant of Options, (ii) process and supervise the
exercise and termination of Options, (iii) make necessary adjustments to the
Shares because of changes in capitalization of the Trust and (iv) perform such
other ministerial acts as are necessary to carry out the purposes of the Plan.

     4.   Shares Subject to Plan. There shall be reserved for use upon exercise
of Options granted under the Plan 400,000 Shares (unless such maximum shall be
increased or decreased by reason of changes in capitalization as provided in
Section 9 hereof). The Shares subject to the Plan may be authorized but unissued
Shares, or may be issued Shares which have been reacquired by the Trust. Shares
with respect to which an Option has been exercised shall not again be available
for Option hereunder, unless the Option shall expire or terminate for any reason
without having been exercised in full (including Shares which are surrendered
pursuant to Section 5(d)), in which case new Options may be granted hereunder
covering such Shares.

     5.   Options.

          (a) Option Grant and Agreement. On each date of the Annual Meeting
through and including 2010, each Outside Trustee on such date (after the
election of Trustees in the Annual Meeting) shall be granted an Option to
purchase in the aggregate 5,000 Shares for the exercise price and subject to the
other provisions described below. Each Option granted hereunder shall be
evidenced by a written Share Option Agreement dated as of the date of grant,
which Agreement shall set forth an offer to sell at the Option price, the number
of Shares subject to the offer, the period of time during which the offer shall
remain open, and such other terms and provisions that are consistent with the
Plan.

          (b) Option Price. The Option price per Share subject to each Option
shall be the greater of par value or the closing price of Shares on the New York
Stock Exchange on the date of the Annual Meeting corresponding to the Option
grant, as such price is reported in the Wall Street Journal on the business day
immediately following such date.

                                        2

<PAGE>

          (c)  Option Period. The term of each Option shall be ten (10) years.
Each Option shall be subject to earlier termination as hereinafter provided.

          (d)  Share Appreciation Rights Under Certain Circumstances.

               (i)  In the event of the acquisition of fifty percent (50%) or
          more of the outstanding Shares as a result of any cash tender offer or
          exchange offer, other than one made by the Trust, the Trust shall give
          written notice to each Optionee promptly after the date on which the
          corporation, person or other entity making a cash tender offer or
          exchange offer acquires fifty percent (50%) or more of the outstanding
          Shares. Each Optionee shall thereafter have the right, for a period of
          thirty (30) days after the date of receipt of such notice from the
          Trust, to either (i) exercise his Option in full, or (ii) surrender
          his Option, or the unexercised portion thereof, to the Trust in
          exchange for a cash payment to be made by the Trust to the Optionee
          within ten (10) days after receipt by the Trust of the Option in an
          amount representing the difference between the Option price per Share
          under the Option and the cash price paid per Share in the tender
          offer, or in the event of an exchange offer, the value per Share of
          the securities and/or other property offered in such exchange offer.

               (ii) In the event of the dissolution or liquidation of the Trust,
          each Option granted under this Plan shall terminate as of such
          dissolution or liquidation date, provided that each Optionee shall
          have the right during the thirty (30) day period prior to such date to
          exercise his Option in full. At the end of such period, any
          unexercised Option, or any unexercised portion thereof, shall
          terminate and be of no further effect.

     6.   Non-Transferability of Options. An Option shall not be transferable
otherwise than by will or by the laws of descent and distribution, and an Option
may be exercised, during the lifetime of the Optionee, only by the Optionee or
by his guardian or legal representative. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof, or the levy of any execution, attachment or similar process
upon the Option shall be null and void and without effect. Notwithstanding the
foregoing provisions of this Section, the Administrator may permit Options
awarded under the Plan to be transferred to or for the benefit of the Optionee's
family (including, without limitation, to a trust or partnership for the benefit
of an Optionee's family), subject to such procedures as the Administrator may
establish.

     7.   Exercise of Options; Termination, Death, Disability or Retirement.
Each exercise of an Option, or any part thereof, shall be evidenced by a notice
in writing to the Trust. The purchase price of the Shares as to which an Option
shall be exercised shall be paid in full in cash or by check at the time of
exercise. The holder of an Option shall not have any of the rights of a
shareholder of the Trust with respect to the Shares covered by the Option except
to the extent that

                                        3

<PAGE>

one or more certificates for such Shares shall have been delivered to him, or he
has been determined by the Trust's Transfer Agent to be a shareholder of record
upon due exercise of the Option. If the Optionee's position as a Trustee shall
be terminated for any reason other than death, Disability or Retirement, the
Optionee shall have the right, during the period ending three months after such
termination, to exercise such Option, to the extent vested, but in no event more
than the Option period described in Section 5(c). In the event of death,
Disability or Retirement, the Optionee in the event of Retirement, the Optionee
or his guardian or legal representative in the event of Disability, or his
personal representatives, heirs, legatees or distributees in the event of his
death, shall have the right, up to twelve (12) months from the date of
Disability or date of death and up to twelve (12) months from the date of
Retirement, as the case may be, to exercise the Option to the extent that the
Option is vested and is not exercised (but in any event not more than the Option
period described in Section 5(c)). Prior to the date the Shares would otherwise
be transferred pursuant to the exercise of an Option, to the extent permitted by
the Administrator, an Optionee may irrevocably elect to defer receipt of such
Shares until the last day of a later calendar year, but in no event later than
the date on which the Optionee's position as a Trustee shall terminate.

     8.   Compliance with Securities and Other Laws. In no event shall the Trust
be required to sell or issue Shares under any Option if the issuance thereof
would constitute a violation by either the Optionee or the Trust of any
provision of any law or regulation of any governmental authority or any national
securities exchange. To the extent that the Plan provides for issuance of
certificates to reflect the transfer of Shares, the transfer of such Shares may
be effected on a non-certificated basis, to the extent not prohibited by
applicable law or the rules of any stock exchange.

     9.   Adjustments Upon Changes in Capitalization. The Options shall be
adjusted from time to time as follows:

          (a) Subject to any required action by shareholders, the number of
Shares covered by each outstanding Option, and the Option price, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a subdivision or consolidation of Shares or the payment of
a stock dividend (but only in Shares) or any other increase or decrease in the
number of Shares effected without receipt of consideration by the Trust.

          (b) Subject to any required action by shareholders, if the Trust shall
be the surviving corporation in any merger or consolidation, each outstanding
Option shall pertain to and apply to the securities to which a holder of the
number of Shares subject to the Option would have been entitled and, to the
extent determined by the Administrator, the Option price shall also be equitably
adjusted. A merger or consolidation in which the Trust is not the surviving
corporation shall cause each outstanding Option to terminate, provided that each
Optionee shall, in such event, have the right immediately prior to such merger
or consolidation in which the Trust is not the surviving corporation to exercise
his outstanding Options in full.

                                        4

<PAGE>

               (c)  In the event of a change in the Shares as presently
constituted which is limited to a change of all of its authorized Shares with
par value into the same number of Shares with a different par value or without
par value, the Shares resulting from any such change shall be deemed to be
Shares within the meaning of this Plan.

          To the extent that the foregoing adjustments relate to Shares, such
adjustments shall be made by the Administrator, whose determination shall be
final, binding and conclusive.

          The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Trust to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

          10.  Dividend Equivalent Units.

               (a)  Award of Dividend Equivalent Units. For periods on and after
September 1, 2001, "Dividend Equivalent Units" shall not be granted to any
Optionee except to the extent and on such terms and conditions as specifically
provided by the Board. With respect to "Dividend Equivalent Units" granted with
respect to any Option, the provisions of paragraphs (b) and (c) shall apply.

               (b)  Crediting of Dividend Equivalent Units. Dividend Equivalent
Units granted in connection with Options under the Plan shall be subject to the
following:

                    (i)  Annual Crediting of Dividend Equivalent Units. As of
               the last day of each calendar year, if the Option and the
               corresponding Dividend Equivalent Unit are then outstanding, the
               Optionee shall be credited with a number of Dividend Equivalent
               Units equal to (A) the Trust's annual dividend for such calendar
               year, multiplied by (B) the number of Shares underlying the
               Optionee's outstanding Options that are entitled to awards under
               this paragraph (b) 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 (C) the Trust's average Share
               price for such calendar year.

                    (ii) Additional credits to reflect dividend payments on
               Dividend Equivalent Units. As of the last day of each calendar
               year, each Optionee shall be credited with a number of additional
               Dividend Equivalent Units equal to (A) the Trust's annual
               dividend for such calendar year, multiplied by (B) 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

                                        5

<PAGE>

               payment date during such year) and divided by (C) the Trust's
               average Share price for such calendar year.

               (c)  Terms and Conditions of Dividend Equivalent Units. Dividend
Equivalent Units shall be subject to the following terms and conditions:

                    (i)   Dividend Equivalent Units shall vest in accordance
               with the vesting schedule applicable to the Option with respect
               to which the Dividend Equivalent Unit was awarded.

                    (ii)  Each vested Dividend Equivalent Unit shall entitle the
               holder thereof to a Share in which occurs the first of (A) the
               date the Optionee exercises the Option with respect to which the
               Dividend Equivalent Unit was awarded, or (B) the date 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,
               an Optionee may irrevocably elect, prior to the date the Shares
               would otherwise be payable, to defer receipt of such Shares as of
               the last date of a later calendar year, but in no event later
               than as of 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 shall be made
               as soon as practicable after the date as of which payment is to
               be made in accordance with the foregoing.

                    (iii) All Dividend Equivalent Units which are not vested
               upon the date of the termination of the Trustee's position as a
               trustee shall be forfeited.

                    (iv)  Settlement of all Dividend Equivalent Units shall be
               made in the form of whole Shares. Any fractional Shares shall be
               settled in cash. Upon settlement of a Dividend Equivalent Unit
               (or any portion thereof), neither the Optionee nor any other
               person shall have any rights to or with respect to such Dividend
               Equivalent Unit (or the portion thereof so settled).

         11.   Change in Control. In the event that (i) a Trustee's service is
terminated by the Trust or the successor to the Trust for reasons other than
Cause following a Change in Control of the Trust (as defined below) or (ii) the
Plan is terminated by the Trust or its successor following a Change in Control
without provision for the continuation of outstanding Awards hereunder, all
Options and related Awards which have not otherwise expired shall become
immediately exercisable. For purposes of the Plan, a "Change in Control" means
the happening of any of the following:

                                        6

<PAGE>

         (a)  the consummation of a transaction, approved by the shareholders of
the Trust, to merge the Trust into or consolidate the Trust with another entity,
sell or otherwise dispose of all or substantially all of its assets or adopt a
plan of liquidation, provided, however, that a Change in Control shall not be
deemed to have occurred by reason of a transaction, or a substantially
concurrent or otherwise related series of transactions, upon the completion of
which 50% or more of the beneficial ownership of the voting power of the Trust,
the surviving corporation or corporation directly or indirectly controlling the
Trust or the surviving corporation, as the case may be, is held by the same
persons (as defined below) (although not necessarily in the same proportion) as
held the beneficial ownership of the voting power of the Trust immediately prior
to the transaction or the substantially concurrent or otherwise related series
of transactions, except that upon the completion thereof, employees or employee
benefit plans of the Trust may be a new holder of such beneficial ownership; or

         (b)  the "beneficial ownership" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") of securities
representing 50% or more of the combined voting power of the Trust is acquired,
other than from the Trust, by any "person" as defined in Sections 13(d) and
14(d) of the Exchange Act (other than any trustee or other fiduciary holding
securities under an employee benefit or other similar stock plan of the Trust);
or

         (c)  at any time during any period of two consecutive years,
individuals who at the beginning of such period were members of the Board cease
for any reason to constitute at least a majority thereof (unless the election,
or the nomination for election by the Trust's shareholders, of each new Trustee
was approved by a vote of at least two-thirds of the Trustees still in office at
the time of such election or nomination who were Trustees at the beginning of
such period).

         For purposes of the Plan, "Cause" shall mean, in the reasonable
judgment of the Administrator, (i) the willful and continued failure by the
Trustee to substantially perform his or her duties with the Trust after written
notification by the Trust, (ii) the willful engaging by the Trustee in conduct
which is demonstrably injurious to the Trust or any affiliate, monetarily or
otherwise, or (iii) the engaging by the Trustee in egregious misconduct
involving serious moral turpitude. For purposes hereof, no act, or failure to
act, on the Trustee's part shall be deemed "willful" unless done, or omitted to
be done, by the Trustee not in good faith and without reasonable belief that
such action was in the best interest of the Trust or the affiliate. For purposes
of this Section, a Trustee's service shall be deemed to be terminated by the
Trust or the successor to the Trust if the Trustee terminates service after (x)
a substantial adverse alteration in the nature of the Trustee's status or
responsibilities from those in effect immediately prior to the Change in
Control, or (y) a material reduction in the Trustee's annual compensation as in
effect immediately prior to the Change in Control. If, upon a Change in Control,
awards in other shares or securities are substituted for outstanding Awards
pursuant to Section 9, and immediately following the Change in Control the

                                        7

<PAGE>

Trustee becomes trustee of the entity into which the Trust merged, or the
purchaser of substantially all of the assets of the Trust, or a successor to
such entity or purchaser, the Trustee shall not be treated as having terminated
service for purposes of this Section 11 until such time as the Trustee
terminates service with the merged entity or purchaser (or successor), as
applicable.

         12.  Amendment of the Plan. All provisions of the Plan (including the
form of Share Option Agreement) may at any time or from time to time be modified
or amended by the Board; provided, however, that no Option at any time
outstanding under the Plan may be materially adversely modified, impaired or
cancelled without the consent of the holder thereof.

         13.  Plan Termination. The Plan shall terminate on December 31, 2010
except as to Options outstanding on such date and no Option shall be granted
under this Plan after that date.

                                        8