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                                                                   Exhibit 10.39

                            SHARE PURCHASE AGREEMENT
                       SECURITY CAPITAL GROUP INCORPORATED
                          1998 LONG-TERM INCENTIVE PLAN

         THIS AGREEMENT, dated as of the 14th day of January, 2002 by and
between ______________ (the "Participant") and Security Capital Group
Incorporated (the "Company").

         WHEREAS, the Company maintains the Security Capital Group Incorporated
1998 Long-Term Incentive Plan (the "Plan"), which is incorporated into and forms
a part of this Agreement, for the benefit of employees of the Company and
certain other Related Companies; and

         WHEREAS, the Committee has made available to the Participant a number
of shares of Class B Common Stock of the Company (the "Shares") equal in value
as of January 18, 2002, to 50% of the Participant's pre-tax bonus for 2001 and
restricted share units (the "Units") equal to 50% of the number of Shares
purchased by the Participant hereunder;

         NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant as follows:

         1. Subject to the terms of this Agreement and the Plan, the Participant
hereby agrees to purchase from the Company a number of whole Shares equal to
$_______ [amount may not exceed 50% of the Participant's pre-tax bonus for 2001]
divided by the price of the Shares on the New York Stock Exchange on January 18,
2002 (the "Purchased Shares"). The purchase price for the Purchased Shares shall
be deducted from the Participant's 2001 bonus.

         2. The Purchased Shares shall be issued under the Plan and shall be
registered under the Securities Act of 1933, as amended. The Purchased Shares
shall be freely transferable, subject to compliance with the Company's Insider
Trading Policy. The Company shall issue the Purchased Shares to the Participant
in certificated form. The Company shall retain the certificates for the
Purchased Shares in a safe deposit box until January 18, 2005, subject to
paragraph 5.

         3. On January 18, 2002, the Company shall issue Units to the
Participant equal to 50% of the number of Purchased Shares purchased under this
Agreement. The Units shall be issued under the Restricted Share Unit Agreement
attached as Appendix 1.

         4. The Participant acknowledges and agrees that the Units shall vest on
January 18, 2005, the third anniversary of the grant date of the Units (the
"Vesting Date"). The Participant further acknowledges and agrees that if the
Participant terminates employment with the Company for any reason other than
death, disability or retirement before January 18, 2005, all Units shall be
forfeited, or if the Participant sells any Purchased Shares before the Vesting
Date, a number of Units equal to 50% of the number of Purchased Shares sold
shall be forfeited on the date of such sale.

         5. The Participant shall notify the Company in writing if he or she
enters into an agreement to sell any Purchased Shares before January 18, 2005.
Upon receipt of such notice, the Company shall deliver to the Purchaser or its
designee a certificate for the number of Purchased Shares which the Participant
wishes to sell. Upon delivery of those Purchased Shares, the Participant shall
forfeit a number of Units equal to 50% of the Purchased Shares sold.

         6. Any sale by the Participant of any Shares or other securities of the
Company, other than the Purchased Shares, shall not affect the Units.

         7. This Agreement shall be governed by the laws of the state of
Maryland.

         8. This Agreement may be amended only by a written document signed by
the Company and the Participant.






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         IN WITNESS WHEREOF, the Participant and the Company have executed this
Agreement as of the date first above written.

                                               PARTICIPANT

                                               -----------------------------

                                               SECURITY CAPITAL GROUP
                                               INCORPORATED

                                               By
                                                 ---------------------------

                                               Jeffrey A. Klopf
                                               Senior Vice President & Secretary