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                                                                   EXHIBIT 10.20


               SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Second Restated
Agreement"), dated as of February 14, 2001, by and between Prentiss Properties
Trust, a Maryland real estate investment trust (the "Company") and Michael V.
Prentiss (the "Executive"), recites and provides as follows:

                             W I T N E S S E T H:

     WHEREAS, the Company is a self-administered Maryland real estate investment
trust, which has been formed to continue and expand the national acquisition,
property management, leasing, development and construction business of Prentiss
Properties Limited, Inc., and its Affiliates (collectively, the "Prentiss
Group");

     WHEREAS, the Company's primary objective is to maximize the profitability
of its Properties by continuing the Prentiss Group's success in renewing leases,
maintaining high occupancy rates, reducing operating costs and growing through
the acquisition of additional office and industrial properties and through
development primarily on a build-to-suit basis;

     WHEREAS, for over 25 years, Executive has been continuously and actively
engaged in various aspects of real estate development, acquisitions, and
investment management on the national level, both personally and for companies
and joint ventures controlled by or affiliated with Executive, including,
without limitation, the owning, development, asset management and management of
Office or Industrial Properties;

     WHEREAS, the Company entered into an Employment Agreement with the
Executive, dated as of October 22, 1996, which was amended and restated as of
May 10, 2000, and further amended by a side letter between the Company and the
Executive, dated June 26, 2000 (collectively, the "Original Employment
Agreement");

     WHEREAS, the Company desires to further amend and restate the Original
Employment Agreement in order to reflect Executive's current responsibilities
and compensation as well as to provide for compensation in the event of a Change
in Control;

     WHEREAS, the Company desires to continue to employ the Executive to devote
a significant portion of his time to the business of the Company, including,
without limitation, executive management of the Company and the Properties, and
to serve as the Chairman of the Board of Trustees of the Company; and

     WHEREAS, the Executive desires to be so employed on the terms and subject
to the conditions hereinafter stated.

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, promises and
obligations of the parties provided for in this Second Restated Agreement and
the benefits to be received by the Executive, and for other good and valuable
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consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     A.   DEFINITIONS.
          -----------

          For purposes of this Second Restated Agreement, the following terms
shall have the following meanings (applicable to both the singular and plural
forms of the terms defined):

          1.  "Acquisition of Office or Industrial Property" means engaging in
the activity of soliciting, seeking to acquire, obtaining an option or first
right of refusal to acquire, or acquiring, any interest in an Office or
Industrial Property or in real property planned for development as an Office or
Industrial Property.

          2.  "Affiliate" means (i) any person directly or indirectly
controlling, controlled by, or under common control with such other person, (ii)
any executive officer, director, trustee or general partner of such other
person, and (iii) any legal entity for which such person acts as an executive
officer, director, trustee or general partner. The term "person" means and
includes any natural person, corporation, partnership, association, limited
liability company or any other legal entity.

          3.  "Board" means the Board of Trustees of the Company.

          4.  "Change in Control" shall mean that (a) the Company has
consummated a transaction pursuant to any agreement with any person or entity
that involves the transfer of ownership of more than fifty percent (50%) of the
Company's total assets or earnings power on a consolidated basis, as reported in
the Company's consolidated financial statements filed with the Securities and
Exchange Commission (including an agreement for the acquisition of the Company
by merger, consolidation, or statutory share exchange regardless of whether the
Company is intended to be the surviving or resulting entity after the merger,
consolidation, or statutory share exchange or for the sale of substantially all
of the Company's assets to the person or entity), (b) as the direct or indirect
result of, or in connection with, a cash tender or exchange offer, a merger or
other business combination or combination of these transactions, the persons who
were trustees of the Company before such transactions cease to constitute a
majority of the Board, or any successor's board, within two years of the last
such transaction, (c) any person or entity is or becomes an Acquiring Person, or
(d) during any period of two consecutive calendar years, the Continuing Trustees
cease for any reason to constitute a majority of the Board. For purposes of the
preceding sentence, "Continuing Trustee" means any member of the Board, while a
member of the Board and (1) who was a member of the Board prior to May 10, 2000
or (2) whose subsequent nomination or election to the Board was recommended or
approved by a majority of the Continuing Trustees; and "Acquiring Person" means
that (i) a person, considered alone or together with all Affiliates and
associates of that person or entity, becomes directly or indirectly the
beneficial owner of securities representing at least twenty percent (20%) of the
Company's outstanding securities entitled to vote generally in the election of
the Board, or (ii) a person or entity enters into an agreement that would result
in that person or entity

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satisfying the conditions in subsection (i) or that would result in an
Affiliate's failure to be an Affiliate.

          5.  "Competitive Activity" means engaging in directly, through an
Affiliate, or being employed by any entity undertaking, or otherwise undertaking
to do any of the following: (i) Acquisition of Office or Industrial Property,
(ii) Office or Industrial Property Ownership or Leasing, (iii) Office or
Industrial Property Construction, (iv) Office or Industrial Property
Entitlements, (v) Speculation, or (vi) Office or Industrial Property Management
and Operation.

          6.  "Effective Date" shall mean January 1, 2001.

          7.  "Employment Term" means the period of five years, commencing on
the Effective Date and continuing until the fifth anniversary of the Effective
Date, unless terminated earlier as provided herein. After the fifth anniversary
of the Effective Date, the Employment Term shall terminate, unless the parties
mutually agree to extend the Employment Term.

          8.  "Good Reason" shall mean:

               (a)  the Executive's relocation more than fifty (50) miles from
     the Executive's primary office, without such Executive's consent;

               (b)  a material adverse alteration in the nature, title or status
     of his position;

               (c)  a reduction by the Company of the Executive's annual base
     salary or target bonus;

               (d)  an assignment of duties to the Executive that are materially
     inconsistent with his job description; or

               (e)  the intentional breach by the Company of any material
     provision of this Second Restated Agreement that continues for a period of
     14 days after the Independent Trustees on the Board receive written notice
     of such breach.

          9.  "Independent Trustee" shall mean a member of the Board who is
defined as an "Independent Trustee" in the Amended and Restated Declaration of
Trust of the Company, which is attached as Exhibit 3.1 to the Company's
Registration Statement on Form S-11 (File No. 333-9863), as filed with the
Securities and Exchange Commission, as amended.

          10.  "Noncompetition Period" means the period beginning on (a) the
date the Executive has terminated his employment without Good Reason (excluding
a resignation for any reason or no reason after a Change in Control) or (b) the
date the Executive experiences a Termination With Cause, and ending two years
from the date of either such termination of employment.

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          11.  "Office or Industrial Property" means any Property that is used
in whole or in part for office or industrial space or office or industrial
related purposes, whether in fee or leasehold, together with all improvements
and fixtures now or hereafter located thereon, all rights, privileges and
easements appurtenant thereto, and all tangible and intangible personal property
used in connection therewith.

          12.  "Office or Industrial Property Construction" means the
construction, renovation or repair of improvements on an Office or Industrial
Property by Executive or an Affiliate of Executive.

          13.  "Office or Industrial Property Entitlements" means engaging in
the process by which a person with an interest in an Office or Industrial
Property obtains necessary or desirable governmental approvals, licenses,
permits, entitlements or agreements for the commencement of Office or Industrial
Property Construction.

          14.  "Office or Industrial Property Management and Operation" means
engaging in directly or through an Affiliate, or being employed by any entity
undertaking, or otherwise undertaking the day-to-day management and operation of
an Office or Industrial Property, whether pursuant to a master lease, management
agreement or any other arrangement.

          15.  "Property" means any real property or any interest therein.

          16.  "Speculation" means engaging in the activity of soliciting,
seeking to acquire, obtaining an option or a first right of refusal to acquire,
or acquiring, any interest in a Office or Industrial Property with the intention
at any time of acquiring (or obtaining an option or a first right of refusal to
acquire) or holding an Office or Industrial Property for subsequent sale or
other transfer to any person for purposes of Competitive Activity.

          17.  "Termination Without Cause" means the termination of the
Executive's employment by the Company for any reason other than Voluntary
Termination or Termination With Cause.

          18.  "Termination With Cause" means the termination of the Executive's
employment by act of the Board for any of the following reasons:

               (a)  willful misconduct of the Executive in connection with the
     performance of any of his duties, including, without limitation,
     misappropriation of funds or property of the Company or any of its
     Affiliates or securing or attempting to secure personally any profit in
     connection with any transaction entered into on behalf of the Company or
     any of its Affiliates;

               (b)  conduct by the Executive that would result in material
     injury to the reputation of the Company if he were retained in his position
     with the Company, including, without limitation, conviction of a felony
     under the laws of the United States or any State thereof, or of an
     equivalent crime under the laws of any other jurisdiction, bankruptcy,
     insolvency or general assignment for the benefit of his creditors;

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               (c)  continued or deliberate neglect by the Executive of any of
     his duties hereunder;

               (d)  any failure to comply substantially with any written rules,
     regulations, policies or procedures of the Company, if such non-compliance
     could be expected to have a material and adverse effect on the Company's
     business and which has n ot been cured after reasonable notice;

               (e)  any willful failure to comply with the Company's internal
     policies regarding insider trading or insider dealing which has not been
     cured after reasonable notice; or

               (f)  any material breach of this Second Restated Agreement which
     has not been cured after notice and a reasonable opportunity to be heard.

          19.  "Voluntary Termination" means the Executive's voluntary
termination of his employment hereunder for any reason other than Good Reason.

     B.   THE EMPLOYMENT RELATIONSHIP.
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          1.   Employment. The Company shall employ the Executive, and the
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Executive agrees to be so employed, in the capacity of Chairman of the Board to
serve for the Employment Term, subject to earlier termination as herein
provided.

          2.   Services. The Executive shall devote a significant portion of
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his business time, attention and effort to the Company's affairs, except for
such reasonable time as shall be required for the Executive to oversee and
manage his horse farm in North Wales, Virginia. Specifically, the Executive
shall: (a) supervise, direct and assist the President and Chief Executive
Officer of the Company; (b) formulate the long-range growth strategy of the
Company, consistent with directions from the Board; (c) review and approve all
proposed real estate acquisitions, dispositions, and new development projects;
and (d) act as a mentor to, and provide leadership and direction to, the
Company's Regional Directors.

          3.   Compensation.
               ------------

               (a)  The Company initially shall pay the Executive for his
     services an annual base salary that for 2001 shall be $350,000. The annual
     base salary shall be increased $50,000 annually for each calendar year of
     this Second Restated Agreement, and shall be paid in semi-monthly payments.

               (b)  In addition, the Company shall also pay the Executive a
     discretionary annual bonus in an amount to be determined by the Board or
     the Compensation Committee established by the Board.

          4.   Benefits. The Company agrees to provide the Executive with the
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following benefits during the Term of this Second Restated Agreement:

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               (a)  Vacation. The Executive shall be entitled each year to
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     four weeks vacation, during which time his compensation shall be paid in
     full.

               (b)  Employee Benefits. The Executive shall be entitled to all
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     rights, benefits and privileges to which other management level employees
     of the Company are entitled, including, but not limited to, any retirement,
     pension, profit-sharing, insurance, hospital or other plans which may now
     be in effect or which may hereafter be adopted by the Company.

               (c)  Tax and Estate Planning. The Company shall provide the
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     Executive with annual personal tax and estate planning services. In
     addition, the Company shall provide the services of an accountant to keep
     the Executive's financial records and to assist in tax reporting.

               (d)  Country Club Fees. The Company shall reimburse the
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     Executive for his membership dues at the following country clubs:
     Brookhollow Golf Club in Dallas, Texas; Robert Trent Jones Golf Club in
     Northern Virginia; Preston Trails Club in Dallas, Texas; and Oyster Harbors
     Club in Cape Cod, Massachusetts.

               (e)  Flight Time. The Company shall provide the Executive with
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     100 hours per year of flight time on a Challenger (the "Aircraft") through
     its fractional ownership with Flex Jets. At the Executive's discretion,
     such hours may be used in the performance of his duties hereunder or for
     personal use. If the Company owns the interest in the Aircraft, then the
     Company shall pay all costs associated with the Aircraft; provided however,
     if any of such hours are used for the Executive's personal use, the
     Executive shall reimburse the Company at the variable hourly rate for such
     usage. If the Executive owns the interest in the Aircraft, then the Company
     shall reimburse the Executive for (i) the interest costs on the loan for
     the acquisition of the interest in the Aircraft, (ii) the monthly
     management fee associated with the interest in the Aircraft and (iii) the
     variable hourly rate for usage of the Aircraft for business purposes.

          5.   Expenses. The Company recognizes that the Executive will have to
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incur certain out-of-pocket expenses, including, but not limited to, travel
expenses, related to his services and the Company's business, and the Company
agrees to reimburse the Executive for all reasonable expenses necessarily
incurred by him in the performance of his duties upon presentation of a voucher
or documentation indicating the amount and business purposes of any such
expenses.

          6.   Termination in Case of Death or Disability. In case of the
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Executive's death or permanent disability (defined as complete physical or
mental inability, confirmed by a licensed physician, to perform substantially
all of the services described herein that continues for a period of 180
consecutive days), the Company may elect to terminate the Executive pursuant to
the terms of Section B, Paragraph 8 hereof.

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          7.   Termination With Cause; Voluntary Termination. The Company may
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terminate this Second Restated Agreement upon a determination that an event has
occurred within the definition of Termination With Cause; provided, however, in
the case of a Termination With Cause based upon clauses (b) or (c) of such
definition, the Company shall provide the Executive written notice of such
grounds for termination, and the Executive shall have a period of 14 days to
cure such cause to the reasonable satisfaction of the Board. If the Executive
shall suffer Termination With Cause or shall cease being an employee of the
Company on account of a Voluntary Termination, then the Executive shall receive
accrued compensation until the effective date of such Voluntary Termination or
Termination without Cause and shall not be entitled to any compensation after
the effective date of such Voluntary Termination or Termination With Cause
(except compensation accrued but unpaid on the date of such event). Any
continued rights and benefits the Executive may have under employee benefit
plans and programs of the Company upon such a termination, if any, shall be
determined in accordance with the terms of such plans and programs provided
however, that the Executive, including his immediate, family shall be able to
continue to participate in the Company's medical/health insurance or coverage
program with the same level of benefits as he was entitled to receive
immediately prior to the time of termination, but the Executive shall bear all
costs of such medical/health insurance or coverage. Any period during which
benefits are continued pursuant to this Paragraph 7 of Section B shall be
considered to be in satisfaction of the Company's obligation to provide
"continuation coverage" pursuant to Section 4980B of the Internal Revenue Code
of 1986, as amended, and the period of coverage under Section 4980B shall be
reduced by the period during which benefits are provided pursuant to this
Paragraph 7 of Section B.

          8.   Death or Disability; Termination Without Cause; or Termination
               --------------------------------------------------------------
of Employment by Executive for Good Reason. If the Executive shall suffer a
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termination of employment due to death or disability or a Termination Without
Cause or shall terminate his employment for Good Reason, then the Company: (i)
shall pay the Executive, (a) in the case of a termination of employment due to
death or disability, cash compensation in a lump sum equal to one year's base
salary, based on the Executive's base salary at the time of such death of
termination due to disability; or (b) in the case of a Termination Without Cause
or a termination of employment by Executive for Good Reason, cash compensation
in a lump sum equal to the sum of (x) two years' base salary (based on the
Executive's base salary at the time of such Termination Without Cause or
termination by the Executive for Good Reason) and (y) two times the sum of (A)
the average of the annual cash bonuses paid to the Executive with respect to
calendar years 1999 and 2000 and (B) the average of the current value of the
long-term incentives earned with respect to calendar years 1999 and 2000; and
(ii) continue to provide for a period of three years after such death,
disability or termination, at its expense, on behalf of the Executive and his
dependents and beneficiaries (a) annual physicals, medical, health, dental and
prescription drug benefits, (b) long-term disability coverage, (c) life
insurance and other death benefits coverage, and (d), all the benefits and
privileges set forth in subparagraphs (c), (d), and (e) of Paragraph 4 of
Section B. For the same three-year period (except in the case of death), the
Executive shall be entitled to retain, at the Company's expense, his current
office or a similar office and a secretary. The coverage and benefits (including
deductibles, costs and contributions by the Executive, if any) provided under
this

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Paragraph 8 of Section B shall be no less favorable to the Executive and his
dependents and beneficiaries than the most favorable of such coverage and
benefits provided the Executive and his dependents and beneficiaries during the
90-day period immediately prior to such death, disability or termination. The
obligation under this Paragraph 8 of Section B with respect to the foregoing
benefits shall be limited if the Executive obtains any such benefits pursuant to
a subsequent employer's benefit plans, in which case the Company may reduce or
eliminate the coverage and benefits it is required to provide the Executive
hereunder as long as the aggregate coverage and benefits of the combined benefit
plans is no less favorable to the Executive than the coverage and benefits
required to be provided hereunder. Any continued rights and benefits that the
Executive, or the Executive's estate or other legal representatives, may have
under employee benefit plans and programs of the Company upon such death,
disability or termination shall be determined in accordance with the terms and
provisions of such plans and programs, except as provided in this Paragraph 8.
The foregoing notwithstanding, if the Executive has received, or is entitled to
receive, the payments under Paragraph 9 of Section B, no payments or benefits
shall be payable under this Paragraph 8. Any period during which benefits are
continued pursuant to this Paragraph 8 of Section B shall be considered to be in
satisfaction of the Company's obligation to provide "continuation coverage"
pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and
the period of coverage under Section 4980B shall be reduced by the period during
which benefits are provided pursuant to this Paragraph 8 of Section B.

          9.   Change in Control.  Within fifteen (15) days of a Change in
               -----------------
Control, the Company shall pay Executive a lump sum payment of $5,000,000 if a
Change in Control occurs in 2001. If a Change in Control occurs in any year
after 2001, the lump sum payment shall decrease by $500,000 for each calendar
year after 2001 that such Change in Control occurs. For example, if such Change
in Control occurs in 2002, the lump sum payment shall equal $4,500,000, and if
such Change in Control occurs in 2003, the lump sum payment shall equal
$4,000,000. In addition, after a Change in Control, the Executive may resign for
any reason or no reason, and the Company shall continue to provide for a period
of three years after such resignation, at its expense, on behalf of the
Executive and his dependents and beneficiaries (i) annual physicals, medical,
health, dental and prescription drug benefits, (ii) long-term disability
coverage, (iii) life insurance and other death benefits coverage, and (iv), all
the benefits and privileges set forth in subparagraphs (c), (d), and (e) of
Paragraph 4 of Section B. For the same three-year period (except in the case of
death), the Executive shall be entitled to retain, at the Company's expense, his
current office or a similar office and a secretary. The coverage and benefits
(including deductibles, costs and contributions by the Executive, if any)
provided under this Paragraph 9 of Section B shall be no less favorable to the
Executive and his dependents and beneficiaries than the most favorable of such
coverage and benefits provided the Executive and his dependents and
beneficiaries during the 90-day period immediately prior to the Change in
Control or as of any date following the Change in Control but preceding the
Executive's resignation. The obligation under this Paragraph 9 of Section B with
respect to the foregoing benefits shall be limited if the Executive obtains any
such benefits pursuant to a subsequent employer's benefit plans, in which case
the Company may reduce or eliminate the coverage and benefits it is required to
provide the Executive hereunder as long as the aggregate coverage and benefits
of the

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combined benefit plans is no less favorable to the Executive than the coverage
and benefits required to be provided hereunder. Any period during which benefits
are continued pursuant to this Paragraph 9 of Section B shall be considered to
be in satisfaction of the Company's obligation to provide "continuation
coverage" pursuant to Section 4980B of the Internal Revenue Code of 1986, as
amended, and the period of coverage under Section 4980B shall be reduced by the
period during which benefits are provided pursuant to this Paragraph 9 of
Section B.

          10.  Termination after Five Years.  Upon a termination of employment
               ----------------------------
due to the expiration of the Employment Term on the fifth anniversary of the
Effective Date, the Company shall continue to provide at its expense, from the
period that begins on the fifth anniversary of the Effective Date and ends on
the Executive's sixty-fifth (65th) birthday, on behalf of the Executive and his
dependents and beneficiaries, (a) annual physicals, medical, health, dental and
prescription drug benefits, (b) long-term disability coverage, (c) life
insurance and other death benefits coverage, and (d), all the benefits and
privileges set forth in subparagraphs (c), (d), and (e) of Paragraph 4 of
Section B. For the same period, the Executive shall be entitled to retain, at
the Company's expense, his current office or a similar office and a secretary.
The coverage and benefits (including deductibles, costs and contributions by the
Executive, if any) provided under this Paragraph 10 of Section B shall be no
less favorable to the Executive and his dependents and beneficiaries than the
most favorable of such coverage and benefits provided the Executive and his
dependents and beneficiaries during the 90-day period immediately prior to
expiration of the Employment Term. The obligation under this Paragraph 10 of
Section B with respect to the foregoing benefits shall be limited if the
Executive obtains any such benefits pursuant to a subsequent employer's benefit
plans, in which case the Company may reduce or eliminate the coverage and
benefits it is required to provide the Executive hereunder as long as the
aggregate coverage and benefits of the combined benefit plans is no less
favorable to the Executive than the coverage and benefits required to be
provided hereunder. Any continued rights and benefits that the Executive, or the
Executive's estate or other legal representatives, may have under employee
benefit plans and programs of the Company upon the expiration of the Employment
Term shall be determined in accordance with the terms and provisions of such
plans and programs, except as provided in this Paragraph 10. Any period during
which benefits are continued pursuant to this Paragraph 10 of Section B shall be
considered to be in satisfaction of the Company's obligation to provide
"continuation coverage" pursuant to Section 4980B of the Internal Revenue Code
of 1986, as amended, and the period of coverage under Section 4980B shall be
reduced by the period during which benefits are provided pursuant to this
Paragraph 10 of Section B.

          11.  Gross-Up Payment.
               ----------------

               (a)  In the event it shall be determined that any payment or
distribution of any type to or for the benefit of the Executive, by the Company,
any Affiliate, any person who acquires ownership or effective control of the
Company or ownership of a substantial portion of the Company's assets (within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations thereunder) or any Affiliate of such person,
whether paid or payable or

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     distributed or distributable pursuant to any of the terms of this Second
     Restated Agreement or otherwise (the "Total Payments"), is or will be
     subject to the excise tax imposed by Section 4999 of the Code or any
     interest or penalties with respect to such excise tax (such excise tax,
     together with any such interest and penalties, are collectively referred to
     as the "Excise Tax"), then the Executive shall be entitled to receive an
     additional payment (a "Gross-Up Payment") in an amount such that after
     payment by the Executive of all taxes (including any interest or penalties
     imposed with respect to such taxes), including any income tax, employment
     tax or Excise Tax, imposed upon the Gross Up Payment, the Executive retains
     an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
     Total Payments.

               (b)  All mathematical determinations, and all determinations as
     to whether any of the Total Payments are "parachute payments" (within the
     meaning of Section 280G of the Code), that are required to be made under
     this subparagraph (b), including determinations as to whether a Gross-Up
     Payment is required, the amount of such Gross-Up Payment and amounts
     relevant to the last sentence of this subparagraph (b), shall be made by an
     independent accounting firm selected by the Executive from among the five
     (5) largest accounting firms in the United States (the "Accounting Firm"),
     which shall provide its determination (the "Determination"), together with
     detailed supporting calculations regarding the amount of any Gross-Up
     Payment and any other relevant matter, both to the Company and the
     Executive by no later than ten (10) days following the Change in Control,
     or such earlier time as is requested by the Company or the Executive (if
     the Executive reasonably believes that any of the Total Payments may be
     subject to the Excise Tax). If the Accounting Firm determines that no
     Excise Tax is payable by the Executive, it shall furnish the Executive and
     the Company with a written statement that such Accounting Firm has
     concluded that no Excise Tax is payable (including the reasons therefor)
     and that the Executive has substantial authority not to report any Excise
     Tax on his federal income tax return. If a Gross-Up Payment is determined
     to be payable, it shall be paid to the Executive within twenty (20) days
     after the Determination (and all accompanying calculations and other
     material supporting the Determination) is delivered to the Company by the
     Accounting Firm. Any determination by the Accounting Firm shall be binding
     upon the Company and the Executive, absent manifest error. As a result of
     uncertainty in the application of Section 4999 of the Code at the time of
     the initial determination by the Accounting Firm hereunder, it is possible
     that Gross-Up Payments not made by the Company should have been made
     ("Underpayment"), or that Gross-Up Payments will have been made by the
     Company which should not have been made ("Overpayments"). In either such
     event, the Accounting Firm shall determine the amount of the Underpayment
     or Overpayment that has occurred. In the case of an Underpayment, the
     amount of such Underpayment shall be promptly paid by the Company to or for
     the benefit of the Executive. In the case of an Overpayment, the Executive
     shall, at the direction and expense of the Company, take such steps as are
     reasonably necessary (including the filing of returns and claims for
     refund), follow reasonable instructions from, and procedures established
     by, the Company, and otherwise reasonably cooperate with the Company to
     correct such Overpayment, provided, however, that (i) the Executive shall
                               --------  -------
     not in any event be obligated to return to the Company an amount greater
     than the net after-tax portion of the Overpayment that he has retained or
     has recovered as a refund from the applicable taxing

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     authorities and (ii) this provision shall be interpreted in a manner
     consistent with the intent of this Paragraph 11 of Section B, which is to
     make the Executive whole, on an after-tax basis, from the application of
     the Excise Tax, it being understood that the correction of an Overpayment
     may result in the Executive repaying to the Company an amount which is less
     than the Overpayment.

          C.   AGREEMENT NOT TO COMPETE.
               ------------------------

               Except as explicitly provided herein, the Executive agrees, for
the entire Employment Term and, if applicable, the entire Noncompetition Period,
to the following covenants, effective within the United States:

               1.   Competitive Activity Restriction. Executive, personally or
                    --------------------------------
through any Affiliate of Executive, shall not conduct any Competitive Activity
other than through the Company, unless a majority of the Board, which majority
must include a majority of the Independent Trustees, have determined that such
Competitive Activity will not have a material adverse effect on the operations
of any Office or Industrial Property that the Company either owns or has a right
to acquire. Notwithstanding any other provision of this Second Restated
Agreement, the Executive agrees that, during the time he is employed by the
Company, the Executive shall present to the Company all opportunities that arise
to engage in Competitive Activities.

               2.   No Beneficial Ownership. Executive shall not beneficially
                    -----------------------
own directly or indirectly any beneficial interest in any entity engaged in any
Competitive Activity other than the Company, except for (i) any interest in a
company traded on a nationally recognized public securities exchange (including
The NASDAQ National Market), provided such interest does not exceed five percent
of the outstanding capital stock of such company, and (ii) the Executive's 6%
limited partnership interest in the Chesapeake & Potomac Telephone Building in
Baltimore Maryland.

               3.   Loans. Executive shall not directly or indirectly make any
                    -----
loan to, or hold any note evidencing a loan from, any entity engaged in any
Competitive Activity.

               4.   Competitive Entity. Executive shall not be a director or
                    ------------------
trustee, officer, or employee of, or consultant to (whether for compensation or
not) any entity engaged in any Competitive Activity.

               5.   Notification to Independent Trustees. If Executive or any
                    ------------------------------------
Affiliate of Executive desires to engage in any Competitive Activity, Executive
shall describe fully the proposed activity in a written notice (the "Disclosure
Notice") to the Company and the Independent Trustees. A Disclosure Notice shall
only pertain to a specific proposed project and the referenced proposed project
shall be described therein with specificity as to timing, location, scope and
the extent of Executive's involvement, financially and in terms of his time
commitment. A Disclosure Notice may not request approval for any conceptual or
non-project specific activity or for any activity that is prohibited by this
Second Restated Agreement.

                                       11
<PAGE>

     D.   MISCELLANEOUS PROVISIONS.
          ------------------------

          1.   Notices. All notices or deliveries authorized or required
               -------
pursuant to this Agreement shall be deemed to have been given when in writing
and when (i) deposited in the U.S. mail, certified, return receipt requested,
postage prepaid, or (ii) otherwise delivered by hand or by overnight delivery,
against written receipt, by a common carrier or commercial courier or delivery
service addressed to the parties at the following addresses or to such other
addresses as either may designate in writing to the other party:

     To the Company:     Prentiss Properties Trust
                         3890 West Northwest Highway, Suite 400
                         Dallas, Texas 75220
                         Phone (214) 761-1440

     To the Executive:   Michael V. Prentiss
                         5006 Seneca Drive
                         Dallas, Texas 75209
                         214-350-3011

          2.   Entire Agreement. This Second Restated Agreement contains the
               ----------------
entire understanding between the parties hereto with respect to the subject
matter hereof and shall not be modified in any manner except by instrument in
writing signed, by or on behalf of, the parties hereto. This Second Restated
Agreement shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the parties hereto.

          3.   Effective Date. Notwithstanding the date of this Second Restated
               --------------
Agreement, the terms and provisions of and rights and obligations under this
Second Restated Agreement shall become effective on the Effective Date.

          4.   Applicable Law. This Second Restated Agreement shall be governed
               --------------
and construed in accordance with the laws of the State of Texas.

          5.   Assignment. The Executive acknowledges that his services are
               ----------
unique and personal. The Executive may not assign his rights or delegate his
duties or obligations under this Second Restated Agreement except (a) his rights
to compensation and benefits hereunder may be transferred by will or operation
of law and (b) his rights under employee benefit plans or programs described in
Section B, Paragraph 4(b) may be assigned or transferred in accordance with the
terms of such plans or programs, or regular practices thereunder. The
Executive's rights and obligations under this Second Restated Agreement shall
inure to the benefit of and shall be binding upon the Executive's heirs and
personal representatives.

          6.   Titles and Headings. Titles and headings to sections and
               -------------------
paragraphs in this Second Restated Agreement are inserted for the convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Second Restated Agreement.

                                       12
<PAGE>

          7.   Counterparts. This Second Restated Agreement may be executed in
               ------------
one or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.

          8.   Amendments. No amendment, modification or supplement to this
               ----------
Second Restated Agreement shall be binding on any of the parties hereto unless
it is in writing and signed by the parties in interest at the time of the
modification, and further provided any such modification is approved by a
majority of the Independent Trustees.

          9.   No Third-Party Beneficiaries. This Second Restated Agreement is
               ----------------------------
solely for the benefit of the parties to this Second Restated Agreement and
should not be deemed to confer upon third parties any remedy, claim, liability,
reimbursement, claims or action or other right in excess of those existing
without reference to this Second Restated Agreement.

          10.  Maximum Legal Enforceability; Time of Essence. Any provision of
               ---------------------------------------------
this Second Restated Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. Without prejudice to any rights or remedies otherwise available to
any party to this Second Restated Agreement, each party hereto acknowledges that
damages would not be an adequate remedy for any breach of the provisions of this
Second Restated Agreement and agrees that the obligations of the parties
hereunder shall be specifically enforceable. Time shall be of the essence as to
each and every provision of this Second Restated Agreement.

          11.  Specific Performance. The Executive acknowledges that the
               --------------------
obligations undertaken by him pursuant to this Second Restated Agreement are
unique and that the Company will not have an adequate remedy at law if he shall
fail to perform any of his obligations hereunder, and the Executive therefore
confirms that the Company's right to specific performance of the terms of this
Second Restated Agreement is essential to protect the rights, interest and
goodwill of the Company. Accordingly, in addition to any other remedies that the
Company may have at law or in equity, the Company shall have the right to have
all obligations, covenants, agreements and other provisions of this Second
Restated Agreement specifically performed by the Executive, and the Company
shall have the right to obtain preliminary and permanent injunctive relief to
secure specific performance and to prevent a breach or contemplated breach of
this Second Restated Agreement by the Executive. The Executive acknowledges that
the Company will have the right to have the provisions of this Second Restated
Agreement enforced in any court of competent jurisdiction, it being agreed that
any breach or threatened breach of this Second Restated Agreement would cause
irreparable injury to the Company and its business and that money damages would
not provide an adequate remedy to the Company.

          12.  Operations of Affiliated Parties. The Executive agrees that he
               --------------------------------
will refrain from authorizing any Affiliate to perform any activities that would
be prohibited

                                       13
<PAGE>

by the terms of this Second Restated Agreement if they were performed by him.
Notwithstanding anything to the contrary contained in this Second Restated
Agreement, the Executive shall not be required by the terms of this Second
Restated Agreement to violate any fiduciary duty existing on the date hereof
that he owes to a third party.

          13.  Further Assurances. The parties to this Second Restated
               ------------------
Agreement will execute and deliver or cause the execution and delivery of such
further instruments and documents and will take such other actions as any other
party to the Second Restated Agreement may reasonably request in order to
effectuate the purpose of this Second Restated Agreement and to carry out the
terms hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Restated
Agreement to be duly executed as of the day and year first written above.


                              THE EXECUTIVE


                              /s/ MICHAEL V. PRENTISS
                              -------------------------------------------------
                              MICHAEL V. PRENTISS

                              THE COMPANY

                              PRENTISS PROPERTIES TRUST



                              By:  /s/ LAWRENCE A. WILSON
                                  ---------------------------------------------
                                    Its:
                                         --------------------------------------

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