his duties hereunder; provided that the following activities do not interfere with the Executive’sability to perform his duties hereunder, the Executive shall not be prohibited from performingpersonal and charitable activities and engaging in any other business interests as may be approvedby the CEO in his discretion. During the Term, the Executive will be based primarily at theCompany’s offices in Madison, WI (subject to reasonable travel requirements of the business).     3. Compensation.          3.1 Salary. The Company shall pay the Executive during the Term a salary at the rateof $315,000 per annum (the “Annual Salary”), in accordance with the customary payroll practices ofthe Company applicable to senior executives (or, if there is no such policy, such practices of theCompany’s principal affiliates). At least annually, the CEO shall review the Executive’s AnnualSalary and may provide for increases therein as it may in its discretion deem appropriate.          3.2 Bonus. During the Term, in addition to the Annual Salary, for each fiscal year ofthe Company ending during the Term, the Executive shall have the opportunity to receive an annualbonus based on 100% of the Executive’s Annual Salary, subject to performance goals and performancemultipliers set annually with the CEO (the “Annual Bonus”).          3.3 Benefits — In General. The Executive shall be permitted during the Term toparticipate in any group life, hospitalization or disability insurance plans, health programs,equity-based plans, retirement plans, fringe benefit programs and similar benefits that may beavailable to other senior executives of the Company generally, on the same terms as such otherexecutives, in each case to the extent that the Executive is eligible under the terms of such plansor programs.          3.4 Equity Incentive Award. The Executive will be entitled to annual grants ofequity-based incentive awards which may be in the form of LTIP units, restricted stock, restrictedstock units or any other equity-based award as determined by the Board of Directors of CogdellSpencer Inc., in its sole discretion, in such amounts as determined in accordance with ExhibitA attached hereto.          3.5 Expenses. The Company shall pay or reimburse the Executive for all ordinary andreasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) bythe
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Executive during the Term in the performance of the Executive’s services under this Agreement;provided that the Executive submits proof of such expenses within 30 days of such expense beingpaid by the Executive, with the properly completed forms as prescribed from time to time by theCompany in accordance with the Company’s policies regarding expense reimbursement.          3.6. Certain Specific Benefits. The Company shall make available to the Executive,vacation of 20 business days per year and an appropriate Company car allowance consistent with carallowances for other senior executives.     4. Termination upon Death or Disability. If the Executive dies during the Term, theTerm shall terminate as of the date of death, and the obligations of the Company to or with respectto the Executive shall terminate in their entirety upon such date except as otherwise providedunder this Section 4. If the Executive by virtue of ill health or other disability is unable toperform substantially and continuously the duties assigned to him for more than 180 consecutive ornon-consecutive days out of any consecutive 12-month period, the Company shall have the right, tothe extent permitted by law, to terminate the employment of the Executive upon notice in writing tothe Executive. Upon termination of employment due to death or disability, (i) the Executive (orthe Executive’s estate or beneficiaries in the case of the death of the Executive) shall beentitled to receive any Annual Salary, Annual Bonus and other benefits earned and accrued underthis Agreement prior to the date of termination (and reimbursement under this Agreement forexpenses incurred prior to the date of termination), (ii) all outstanding unvested equity-basedawards (including, without limitation, stock options and restricted stock) held by the Executiveshall fully vest and become immediately exercisable, as applicable, subject to the other terms ofsuch awards, and (iii) except as otherwise required under applicable law, the Executive (or, in theevent of his death, his estate and beneficiaries) shall have no further rights to any othercompensation or benefits hereunder on or after the termination of employment, or any other rightshereunder.
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     5. Certain Terminations of Employment.          5.1 Termination by the Company for Cause; Termination by the Executive without GoodReason.(a) For purposes of this Agreement, “Cause” shall mean the Executive’s:(i) conviction of, or formal admission to, a felony;(ii) engagement in the performance of his duties hereunder, or otherwise to the material anddemonstrable detriment of the Company, in willful misconduct, willful or gross neglect, fraud,misappropriation or embezzlement;(iii) repeated failure to adhere to the directions of the CEO or the Board, orto adhere to the Company’s policies and practices;(iv) willful and continued failure to substantially perform his duties properly assigned tohim (other than any such failure resulting from his disability) after demand for substantialperformance is delivered by the Company specifically identifying the manner in which the Companybelieves the Executive has not substantially performed such duties;(v) breach of any of the provisions of Section 6; or(vi) breach in any material respect of the terms and provisions of this Agreement and failureto cure such breach within 90 days following written notice from the Company specifying suchbreach;provided that the Company shall not be permitted to terminate the Executive for Cause except onwritten notice given to the Executive at any time following the occurrence of any of the eventsdescribed in clauses (i), (ii) or (v) above and on written notice given to the Executive at anytime not more than 30 days following the occurrence of, or if later, the Company’s knowledge of,any of the events described in clause (iii), (iv) or (vi) above. No termination for Cause shall beeffective unless the CEO makes a Cause determination after notice to the Executive and theExecutive has been provided with the opportunity (with counsel of his choice) to contest thedetermination at a meeting of the Board.          (b) During the Term, the Company may terminate the Executive’s employment hereunder for Cause,as provided above, and the Executive may terminate his employment without Good Reason on at least30 days’ and not more than 60 days’ written notice given to the Company. If (i) the Companyterminates the Executive for Cause, or the Executive terminates his employment and the
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termination by the Executive is not for Good Reason in accordance with Section 5.2 or coveredby Section 5.3, the Executive shall receive Annual Salary and other benefits (but, in all events,and without increasing the Executive’s rights under any other provision hereof, excluding anybonuses not yet paid) earned and accrued under this Agreement prior to the termination ofemployment (and reimbursement under this Agreement for expenses incurred prior to the terminationof employment); and (ii) a termination occurs in accordance with this Section 5.1, except asotherwise required under applicable law, the Executive shall have no further rights to any othercompensation or benefits hereunder on or after the termination of employment, or any other rightshereunder.          5.2 Termination by the Company without Cause; Termination by the Executive for GoodReason.(a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to bythe Executive,(i) the material reduction of the Executive’s authority, duties and responsibilities, or theassignment to the Executive of duties materially inconsistent with the Executive’s position orpositions with the Company;(ii) a reduction in Annual Salary of the Executive;(iii) the relocation of the Executive’s office to more than 50 miles from Madison,WI; or(iv) the Company’s material and willful breach of this Agreement.Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice oftermination on account thereof (specifying a termination date no later than 30 days from the dateof such notice) is given no later than 90 days after the time at which the event or conditionpurportedly giving rise to Good Reason first occurs or arises and (ii) if there exists (withoutregard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shallhave 60 days from the date notice of such a termination is given to cure such event or conditionand, if the Company does so, such event or condition shall not constitute Good Reason hereunder.
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          (b) During the Term, the Company may terminate the Executive’s employment at any time for anyreason or no reason and the Executive may terminate the Executive’s employment with the Company forGood Reason. If the Company terminates the Executive’s employment and the termination is notcovered by Section 4, 5.1 or 5.3, or the Executive terminates his employment for Good Reason andthe termination by the Executive is not covered by Section 5.3, (i) the Executive shall receiveAnnual Salary, Annual Bonus and other benefits earned and accrued under this Agreement prior to thetermination of employment (and reimbursement under this Agreement for expenses incurred prior tothe termination of employment); (ii) the Executive shall receive (A) a cash payment equal to 1.99times the sum of (x) the Executive’s Annual Salary (as in effect on the effective date of suchtermination) payable no later than 30 days after such termination and (y) the greater of (1) theaverage of the two previous Annual Bonuses received by the Executive as provided for in Section3.2, or (2) the maximum amount payable under Section 3.2 for the fiscal year in which thetermination occurs (the “Termination Bonus”), or, in the event the Executive has not received anyAnnual Bonuses pursuant to Section 3.2 at the time of such termination, the Termination Bonus shallbe equal to the Annual Bonus the Executive would have received under Section 3.2 if the Executivewould have remained employed through the period required to be entitled to receive the Annual Bonusand satisfied all target performance objectives, payable no later than 30 days after suchtermination (or, if later, as soon as practicable, but in no event more than 30 days after, theamount of the Termination Bonus is known) and (B) for a period of three years after termination ofemployment such continuing health benefits (including any medical, vision or dental benefits),under the Company’s health plans and programs applicable to senior executives of the Companygenerally as the Executive would have received under this Agreement (and at such costs to theExecutive) as would have applied in the absence of such termination (but not taking into accountany post-termination increases in Annual Salary that may otherwise have occurred without regard tosuch termination and that may have favorably affected such benefits); (iii) all outstandingunvested equity-based awards held by the Executive shall vest and become immediately exercisableand shall otherwise become free of restrictions and be exercisable in accordance with their termsand the Executive shall become vested in any pension or other
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deferred compensation other than pension or deferred compensation under a plan intended to bequalified under Section 401(a) or 403(a) of the Internal Revenue Code of 1986, as amended; and (iv)except as otherwise required under applicable law, the Executive shall have no further rights toany other compensation or benefits hereunder on or after the termination of employment, or anyother rights hereunder.          (c) Notwithstanding clause (ii)(B) of the second sentence of Section 5.2(b), (i) nothingherein shall restrict the ability of the Company to amend or terminate the plans and programsreferred to in such clause (ii)(B) from time to time in its sole discretion, but the Company maynot reduce benefits already earned and accrued by, but not yet paid to, the Executive, and (ii)except as required by applicable law, the Company shall in no event be required to provide anybenefits otherwise required by such clause (ii)(B) after such time as the Executive becomesentitled to receive benefits of the same type from another employer or recipient of the Executive’sservices (such entitlement being determined without regard to any individual waivers or othersimilar arrangements).          5.3 Change of Control.          (a) Without duplication of the foregoing, upon a “Change in Control” (as defined below) whilethe Executive is employed, all outstanding unvested equity-based awards (including stock optionsand restricted stock) shall fully vest and become immediately exercisable, as applicable. Inaddition, if, after a Change in Control, the Executive terminates his employment with the Companyfor any reason on or before the first anniversary of the Change in Control, such termination shallbe deemed a termination by the Executive for Good Reason covered by Section 5.2, provided, that theExecutive provides no less than 30 days’ advance written notice to the Company.          (b) For purposes of this Agreement, “Change in Control” shall have the same meaning as in TheCogdell Spencer Inc. 2005 Long Term Incentive Compensation Plan (or any successor plan thereof).For the avoidance of doubt and for purposes of this Agreement, a “Change in Control” shall not bedeemed to exist upon the foreclosure of Company securities due to an
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Event of Default (as defined in the Credit Agreement) under the Credit Facility betweenCogdell Spencer LP, Cogdell Spencer Inc. and Bank of America, N.A. dated March 10, 2008 (the“Credit Agreement”).          5.4 409A Suspension Period. Notwithstanding anything in this Section 5 to thecontrary, if the Company determines in good faith that any payment or benefit to the Executiveunder this Section 5 constitutes a “deferral of compensation” under Section 409A of the InternalRevenue Code of 1986, as amended (the “Code”) (as set forth in Treasury Regulations or bindingadministrative notices or rulings issued by the Internal Revenue Service) and the Executive is a“specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), the Company shall delaycommencement of any such payment or benefit until six months after the Executive’s last day ofemployment with the Company (the “409A Suspension Period”). Within 14 calendar days after the endof the 409A Suspension Period, the Company shall pay to the Executive a lump sum payment in cashequal to any payments and benefits that the Company would otherwise have been required to provideunder this Section 5 but for the imposition of the 409A Suspension Period. Thereafter, theExecutive shall receive any remaining payments and benefits, if any, due under this Section 5 inaccordance with the terms of this Section (as if there had not been any suspension periodbeforehand).          5.5 Waiver and Release. As a condition precedent to receiving the compensation andbenefits provided under Section 5.2(b) or 5.3(a), the Executive shall execute a waiver and releasein a form satisfactory to the Company containing, among other things, a general release of claimsagainst the Company.     6. Covenants of the Executive.          6.1 Consideration. The Executive acknowledges, understands and agrees that, inconsideration for agreeing to and complying with the terms and conditions contained in Section6.2(a) hereof, he will be entitled to a lump sum payment, payable no later than 30 days after atermination of the Executive’s employment under Section 5 of this Agreement, equal to the sum of(i) the Executive’s Annual Salary for one year and (ii) the greater of (A) the average of the twoprevious Annual Bonuses
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received by the Executive as provided for in Section 3.2, or (B) the maximum amount payableunder Section 3.2 for the fiscal year in which the termination occurs, or, in the event theExecutive has not received any Annual Bonuses pursuant to Section 3.2 at the time of suchtermination, such Annual Bonus shall be equal to the Annual Bonus the Executive would have receivedunder Section 3.2 if the Executive would have remained employed through the period required to beentitled to receive the Annual Bonus and satisfied all target performance objectives.Notwithstanding the foregoing, within seven days of a termination of the Executive’s employmentunder Section 5 of this Agreement, the Company may give written notice to the Executive statingthat it does not wish to enforce the terms and conditions contained in this Section 6, and uponissuance of such notice, the Company will not be obligated to pay and the Executive will not beentitled to receive any consideration under this Section 6 and the covenants contained in Section6.2(a) will have no force and effect.          6.2 Covenant Against Competition; Other Covenants. The Executive acknowledges that(i) the principal business of the Company (which expressly includes for purposes of this Section 6(and any related enforcement provisions hereof), its successors and assigns) is the ownership,operation, development, redevelopment, acquisition and management of strategically located medicaloffice buildings and other healthcare related facilities, and the design, construction,development, operation, acquisition, management or consulting for healthcare facilities (suchbusiness and any and all other businesses that after the date hereof, and from time to time duringthe Term, become material with respect to the Company’s then-overall business, herein beingcollectively referred to as the “Business”); (ii) the Company is one of the limited number ofpersons who have developed such a business; (iii) the Company’s Business is, in part, national inscope; (iv) the Executive’s work for the Company has given and will continue to give him access tothe confidential affairs and proprietary information of the Company; (v) the covenants andagreements of the Executive contained in this Section 6 are essential to the business and goodwillof the Company; and (vi) the Company would not have entered into this Agreement but for thecovenants and agreements set forth in this Section 6. Accordingly, the Executive covenants andagrees that:
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          (a) By and in consideration of the payments to be provided by the Company hereunder, andfurther in consideration of the Executive’s exposure to the proprietary information of the Company,the Executive covenants and agrees that, during the period commencing on the date hereof and endingone year following the date upon which the Executive shall cease to be an employee of the Companyand its affiliates (the “Restricted Period”), he shall not (as defined below), directly orindirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or inany other relationship or capacity, (i) engage in any element of the Business (other than for theCompany or its affiliates) or otherwise compete with the Company or its affiliates, (ii) render anyservices to any person, corporation, partnership or other entity (other than the Company or itsaffiliates) engaged in competition with the Company or its affiliates, or (iii) provide financialassistance to or otherwise obtain an ownership interest in a competitor of the Company or itsaffiliates; provided, however, that notwithstanding the foregoing, the Executive may invest insecurities of any entity, solely for investment purposes and without participating in the businessthereof, if (A) such securities are traded on any national securities exchange or the NationalAssociation of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not acontrolling person of, or a member of a group which controls, such entity and (C) the Executivedoes not, directly or indirectly, own 5% or more of any class of securities of such entity.          (b) During and after the Restricted Period, the Executive shall keep secret and retain instrictest confidence, and shall not use for his benefit or the benefit of others, except inconnection with the business and affairs of the Company and its affiliates, all confidentialmatters relating to the Company’s Business and the business of any of its affiliates and to theCompany and any of its affiliates, learned by the Executive heretofore or hereafter directly orindirectly from the Company or any of its affiliates (the “Confidential Company Information”), andshall not disclose such Confidential Company Information to anyone outside of the Company exceptwith the Company’s express written consent and except for Confidential Company Information which isat the time of receipt or thereafter becomes publicly known through no wrongful act of theExecutive or is received from a third party not under an obligation to keep such informationconfidential and without breach of this Agreement.
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          (c) During the Restricted Period, the Executive shall not, without the Company’s prior writtenconsent, directly or indirectly, knowingly (i) solicit or encourage to leave the employment orother service of the Company, or any of its affiliates, any employee or independent contractorthereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee orindependent contractor who has left the employment or other service of the Company or any of itsaffiliates within the one-year period which follows the termination of such employee’s orindependent contractor’s employment or other service with the Company and its affiliates. From thedate hereof through the end of the two-year period commencing with the Executive’s termination ofemployment with the Company, the Executive will not, whether for his own account or for the accountof any other person, firm, corporation or other business organization, intentionally interfere withthe Company’s or any of its affiliates’ relationship with, or endeavor to entice away from theCompany or any of its affiliates, any person who during the 12-month period prior to theExecutive’s termination is or was a customer or client of the Company or any of its affiliates.During the Restriction Period, the Executive shall not publish any statement or make any statementunder circumstances reasonably likely to become public that is critical of the Company or any ofits affiliates, or in any way adversely affecting or otherwise maligning the Business or reputationof the Company or any of its affiliates.          (d) All memoranda, notes, lists, records, property and any other tangible product anddocuments (and all copies thereof), whether visually perceptible, machine-readable or otherwise,made, produced or compiled by the Executive or made available to the Executive concerning thebusiness of the Company or its affiliates, (i) shall at all times be the property of the Company(and, as applicable, any affiliates) and shall be delivered to the Company at any time upon itsrequest, and (ii) upon the Executive’s termination of employment, shall be immediately returned tothe Company.          6.3 Rights and Remedies upon Breach.          (a) The Executive acknowledges and agrees that any breach by him of any of the provisions ofSection 6.2 (the “Restrictive Covenants”) would result in irreparable injury and damage for whichmoney damages would not provide an adequate remedy. Therefore, if the Executive breaches, or
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threatens to commit a breach of, any of the provisions of Section 6.2, the Company and itsaffiliates, in addition to, and not in lieu of, any other rights and remedies available to theCompany and its affiliates under law or in equity (including, without limitation, the recovery ofdamages), shall have the right and remedy to have the Restrictive Covenants specifically enforced(without posting bond and without the need to prove damages) by any court having equityjurisdiction, including, without limitation, the right to an entry against the Executive ofrestraining orders and injunctions (preliminary, mandatory, temporary and permanent) againstviolations, threatened or actual, and whether or not then continuing, of such covenants.          (b) The Executive agrees that in any action seeking specific performance or other equitablerelief, he will not assert or contend that any of the provisions of this Section 6 are unreasonableor otherwise unenforceable. The existence of any claim or cause of action by the Executive,whether predicated on this Agreement or otherwise, shall not constitute a defense to theenforcement of the Restrictive Covenants.     7. Other Provisions.          7.1 Severability. The Executive acknowledges and agrees that (i) he has had anopportunity to seek advice of counsel in connection with this Agreement and (ii) the RestrictiveCovenants are reasonable in geographical and temporal scope and in all other respects. If it isdetermined that any of the provisions of this Agreement, including, without limitation, any of theRestrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of theprovisions of this Agreement shall not thereby be affected and shall be given full effect, withoutregard to the invalid portions.          7.2 Duration and Scope of Covenants. If any court or other decision-maker ofcompetent jurisdiction determines that any of the Executive’s covenants contained in thisAgreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, isunenforceable because of the duration or geographical scope of such provision, then, after suchdetermination has become final and unappealable, the duration or scope of such provision, as thecase may be, shall be
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reduced so that such provision becomes enforceable and, in its reduced form, such provisionshall then be enforceable and shall be enforced.          7.3 Enforceability; Jurisdiction; Arbitration.          (a) The Company and the Executive intend to and hereby confer jurisdiction to enforce theRestrictive Covenants set forth in Section 6 upon the courts of any jurisdiction within thegeographical scope of the Restrictive Covenants. If the courts of any one or more of suchjurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope orotherwise, it is the intention of the Company and the Executive that such determination not bar orin any way affect the Company’s right, or the right of any of its affiliates, to the reliefprovided above in the courts of any other jurisdiction within the geographical scope of suchRestrictive Covenants, as to breaches of such Restrictive Covenants in such other respectivejurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for thispurpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrineof resjudicata. The parties hereby agree to waive any right to a trial by juryfor any and all disputes hereunder (whether or not relating to the Restricted Covenants).          (b) Any controversy or claim arising out of or relating to this Agreement or the breach ofthis Agreement (other than a controversy or claim arising under Section 6, to the extent necessaryfor the Company (or its affiliates, where applicable) to avail itself of the rights and remediesreferred to in Section 6.3) that is not resolved by the Executive and the Company (or itsaffiliates, where applicable) shall be submitted to arbitration in Charlotte, North Carolina inaccordance with North Carolina law and the procedures of the American Arbitration Association. Thedetermination of the arbitrator(s) shall be conclusive and binding on the Company (or itsaffiliates, where applicable) and the Executive and judgment may be entered on the arbitrator(s)’award in any court having jurisdiction.          7.4 Notices. Any notice or other communication required or permitted hereunder shallbe in writing and shall be delivered personally, telegraphed, telexed, sent by facsimiletransmission or sent by certified, registered or express mail, postage prepaid. Any such noticeshall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimiletransmission or, if mailed, five
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days after the date of deposit in the United States mails as follows: (i) If to the Company, to:    Marshall Erdman & Associates, Inc.One Erdman PlaceMadison, WI 53717-2171Attention: Julia Houck, VP, Human Resources    with copies to:    Cogdell Spencer Inc.4401 Barclay Downs Drive, Suite 300Charlotte, North Carolina 28209-4670Attention: Frank C. Spencer    and    Clifford Chance US LLP31 West 52 StreetNew York, New York 10019Attention: Jay Bernstein  (ii) If to the Executive, to:    Scott A. Ransom[at the address set forth on the signature page hereof]Any such person may by notice given in accordance with this Section 7.4 to the other parties heretodesignate another address or person for receipt by such person of notices hereunder.          7.5 Entire Agreement. This Agreement contains the entire agreement between theparties with respect to the subject matter hereof and supersedes all prior agreements, written ororal, with respect thereto.          7.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled,renewed or extended, and the terms hereof may be waived, only by a written instrument signed by theparties or, in the case of a waiver, by the party waiving compliance. No delay on the part of anyparty in exercising any right, power or privilege hereunder shall operate as a waiver thereof, norshall any waiver on the part of any party of any such right, power or privilege nor any single orpartial exercise of any such right, power or privilege, preclude any other or further exercisethereof or the exercise of any other such right, power or privilege.
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          7.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW WHICHCOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NORTH CAROLINA.          7.8 Assignment. This Agreement, and the Executive’s rights and obligations hereunder,may not be assigned by the Executive; any purported assignment by the Executive in violation hereofshall be null and void. In the event of any sale, transfer or other disposition of all orsubstantially all of the Company’s assets or business, whether by merger, consolidation orotherwise, the Company may assign this Agreement and its rights hereunder.          7.9 Withholding. The Company shall be entitled to withhold from any payments ordeemed payments any amount of tax withholding it determines to be required by law.          7.10 No Duty to Mitigate. Except as may be provided in Section 5.2(c)(ii), theExecutive shall not be required to mitigate damages or the amount of any payment provided for underthis Agreement by seeking other employment or otherwise, nor will any payments hereunder be subjectto offset in the event the Executive does mitigate.          7.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit ofthe parties and their respective successors, permitted assigns, heirs, executors and legalrepresentatives.          7.12 Counterparts. This Agreement may be executed by the parties hereto in separatecounterparts, each of which when so executed and delivered shall be an original but all suchcounterparts together shall constitute one and the same instrument. Each counterpart may consistof two copies hereof each signed by one of the parties hereto.          7.13 Survival. Anything contained in this Agreement to the contrary notwithstanding,the provisions of Sections 6, 7.3 and 7.9, and the other provisions of this Section 7 (to theextent
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necessary to effectuate the survival of Sections 6, 7.3 and 7.9), shall survive termination ofthis Agreement and any termination of the Executive’s employment hereunder.          7.14 Existing Agreements. The Executive represents to the Company that he is notsubject or a party to any employment or consulting agreement, non-competition covenant or otheragreement, covenant or understanding which might prohibit him from executing this Agreement orlimit his ability to fulfill his responsibilities hereunder.          7.15 Headings. The headings in this Agreement are for reference only and shall notaffect the interpretation of this Agreement.          7.16 Parachutes. If any amount payable to or other benefit receivable by the Executivepursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone orwhen added to any other amount payable or paid to or other benefit receivable or received by theExecutive which is deemed to constitute a Parachute Payment (whether or not under an existing plan,arrangement or other agreement), and would result in the imposition on the Executive of an excisetax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, inaddition to any other benefits to which the Executive is entitled under this Agreement, theExecutive shall be paid by the Company an amount in cash equal to the sum of the excise taxespayable by the Executive by reason of receiving Parachute Payments plus the amount necessary to putthe Executive in the same after-tax position (taking into account any and all applicable federal,state and local excise, income or other taxes at the highest applicable rates on such ParachutePayments and on any payments under this Section 7.16) as if no excise taxes had been imposed withrespect to Parachute Payments. “Parachute Payment” shall mean a “parachute payment” as defined inSection 280G of the Code. The amount of any payment under this Section 7.16 shall be computed by acertified public accounting firm selected by the Company and reasonably acceptable to theExecutive.[the remainder of the page left intentionally blank]
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     IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year firstabove written.         MARSHALL ERDMAN & ASSOCIATES           By:                    Name:                    Title:                    EXECUTIVE:                       Scott A. Ransom  
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**EXHIBIT A****EQUITY INCENTIVE AWARD**The Executive’s equity incentive awards will be based on the following two parts: (i) achievementof Marshall Erdman TRS’s EBITDA in excess of projections and (ii) new development projectscompleted between 2008 and 2012, each as set forth in more detail below.1) EBITDA:     For each year in which Marshall Erdman TRS’s EBITDA (as determined by the Board in accordancewith the Company’s ordinary practice), excluding income relating to development projects financedby Cogdell Spencer Inc. or one of its affiliated companies (*i.e.*, development fees), exceeds it’sProjected EBITDA for such year as set forth in the following table, the Executive will be entitledto equity-based awards equal to 16% of such excess.     **Marshall Erdman TRS’s****Year** **Projected EBITDA**2008 $29.3 Million12009 $33.4 Million2010 $37.6 Million2011 $43.5 Million2012 $50.9 Million2) Medical Office Development Projects:     For each new development project completed between the years 2008 and 2012 by Cogdell SpencerInc. (excluding existing development projects currently being developed or identified fordevelopment by Cogdell Spencer Inc. and its affiliates as of the execution date of this Agreement),the Executive will be entitled to receive equity-based awards equal to 0.5% of the asset value ofeach new completed and owned development project. 1 To be prorated to reflect a partial calendar year eginning with the execution date of this Agreement.
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