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                                                                   Exhibit 10.40
                             MATCHING RSU 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, SC Group Incorporated ("SC Group") maintains the SC Group
Incorporated Nonqualified Savings Plan (the "NSP") which includes as an
investment election the Company Stock Fund II; and

         WHEREAS, the Participant has elected to participate in the NSP, to
defer a portion of Participant's bonus for 2001 and has made an investment
election to invest in the Company Stock Fund II; and

         WHEREAS, the Committee has made available to the Participant a number
of restricted share units (the "Units") equal to 50% of the number of Credited
Shares (as defined below);

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

         1. Subject to the terms of the NSP, the Participant hereby elects to
invest $_____ of his or her deferred contribution to the NSP in the Company
Stock Fund II.

         2. The Company and the Participant agree that for purposes of this
Agreement, the Participant shall be credited on a notional basis with a number
of shares of Class B Common Stock of the Company (the "Shares") equal to the
amount of the Participant's deferred contribution to the Company Stock Fund II
divided by the price of the Shares on the New York Stock Exchange on January 18,
2002 (the "Credited Shares").

         3. On January 18, 2002, the Company shall issue Units to the
Participant equal to 50% of the number of Credited Shares. The Units shall be
issued under a Restricted Share Unit Agreement in the form 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 changes his or her investment election with
respect to the Company Stock Fund II before the Vesting Date, a percentage of
Units shall be forfeited equal to (a) the amount the Participant elects to
withdraw from his or her Company Stock Fund II account divided by (b) the value
of the Participant's Company Stock Fund II account at the time of such change in
investment election.

         5. The Participant shall notify the Company in writing if he or she
changes his or her investment election with respect to his or her Company Stock
Fund II account before January 18, 2005. Upon effectiveness of such change in
investment election, the Participant shall forfeit a number of Units as
described in paragraph 4.

         6. Any sale by the Participant of any Shares or other securities of the
Company or any change in investment election in the NSP, other than in the
Common Stock Fund II, shall not affect the vesting of 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