Exhibit 4.7
















                                 PROLOGIS TRUST
                          EMPLOYEE SHARE PURCHASE PLAN
                            (As Amended and Restated)
























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                                 PROLOGIS TRUST
                          EMPLOYEE SHARE PURCHASE PLAN
                            (As Amended and Restated)


1.      History, Purpose; Effective Date. The ProLogis Trust Employee
Share Purchase Plan (the "Plan") was established effective as of June 1, 2001 by
ProLogis Trust (the "Trust) to provide employees of Trust and its Participating
Subsidiaries (as defined below) with an opportunity to become owners of the
Trust through the purchase of Common Shares of Beneficial Interest, $.01 par
value per share ("Shares"), of the Trust. The following constitutes an
amendment, restatement and continuation of the Plan as in effect immediately
prior to October 1, 2001. For purposes of the Plan, the term "Participating
Subsidiary" means any corporation in which the Trust has, either directly or
indirectly, at least a 50 percent ownership interest and which has been
designated by the Trust as a Participating Subsidiary. It is intended that the
Plan, and all rights granted hereunder, will meet the requirements of an
"employee stock purchase plan" within the meaning of section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). The Plan, in all respects, shall
be interpreted and construed so as to be consistent with such requirements. The
Plan shall remain in effect until all Shares reserved for issuance hereunder
have been issued or until the Plan is otherwise terminated in accordance with
the provisions of Section 10 hereof.

2.      Administration by Committee; Authority. The Plan shall be
administered by the Management Development and Compensation Committee of the
Trust's Board of Trustees (the "Committee"). Subject to the terms and conditions
of the Plan, the Committee shall have the authority to (a) manage and control
the operation of the Plan; (b) conclusively interpret and construe the
provisions of the Plan, and prescribe, amend and rescind rules, regulations and
procedures relating to the Plan; (c) correct any defect or omission and
reconcile any inconsistency in the Plan; and (d) make all other determinations
and take all other actions as it deems necessary or desirable for the
implementation and administration of the Plan. The determination of the
Committee on matters within its authority shall be conclusive and binding on the
Trust, the Participating Subsidiaries and all other persons.

3.      Participation.

        (a)    Eligible Employees.  Subject to the terms and conditions of the
               Plan:

               (i)       Each regular, full-time or part-time employee of the
                         Trust and the Participating Subsidiaries who
                         regularly works more than 20 hours per week shall be
                         eligible to participate in the Plan for an Offering
                         Period (as defined below) if, as of the first day of
                         the Offering Period, the employee is employed by the
                         Trust or a Participating Subsidiary.

                (ii)     Notwithstanding   any other provision of the Plan,
                         individuals who are not treated as common law e
                         mployees by the Trust and the Participating
                         Subsidiaries on their payroll records are excluded
                         from Plan participation even if a court or
                         administrative agency determines that such
                         individuals are common law employees and not
                         independent contractors.


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                (iii)    No employee of the Trust or any Participating
                         Subsidiary shall be eligible to participate in the
                         Plan if the Committee determines that such
                         participation would be in violation of any local law
                         and that it is permissible to exclude such employees
                         from participation in the Plan under section 423 of
                         the Code.

         (b)      Offering Period For purposes of the Plan, an "Offering Period"
                  means the period established from time to time by the
                  Committee; provided, however, that no Offering Period shall
                  exceed a period of six months. It is anticipated that after an
                  initial Offering Period to be determined by the Committee, the
                  Offering Period shall be a six month period beginning on each
                  January 1 and July 1, respectively.

         (c)      Elections to Participate. An employee who is eligible to
                  participate in the Plan for an Offering Period may elect to
                  become a "Participant" in the Plan for that Offering Period by
                  completing and filing with the Trust, or its designee, an
                  "Election Form" which authorizes payroll deductions from the
                  Participant's pay. Subject to the terms and conditions of the
                  Plan, deductions pursuant to a Participant's Election Form
                  shall commence with the first payroll period ending after the
                  first day of the Offering Period, shall continue until the
                  Participant terminates participation in the Plan in accordance
                  herewith or until the Plan is terminated, whichever occurs
                  first, and shall be credited to the Participant's Plan Account
                  (as described in paragraph 6(d)).

         (d)      Payroll Deductions Only. An eligible employee may
                  participate in the Plan only through payroll  deductions.
                  Other contributions will not be accepted.  All Election Forms
                  shall be filed in accordance  with  uniform  and
                  nondiscriminatory rules established by the Committee.

                  Shares Subject to Plan.


         (a)      Number   of Shares Reserved. The Shares which may be issued
                  under the Plan shall be Shares currently authorized but
                  unissued or currently held or subsequently acquired by the
                  Trust as treasury shares, including Shares purchased in the
                  open market or in private transactions. Subject to the
                  provisions of paragraph 4(c), the aggregate number of Shares
                  which may be issued under the Plan may not exceed 5,000,000.

         (b)      Reusage of Shares. In the event of the expiration, withdrawal
                  or other cancellation of an Option (as defined in Section 5)
                  under the Plan, the number of Shares that were subject to the
                  Option but not delivered shall again be available for issuance
                  under the Plan.

         (c)      Adjustments to Shares Reserved. In the event of any
                  transaction  involving the Trust (including,  without
                  limitation, any merger, consolidation,  reorganization,
                  recapitalization,  spinoff, stock dividend, extraordinary
                  cash dividend, stock split, reverse stock split, combination,
                  exchange or other distribution with respect to Shares or
                  other change in the corporate  structure or  capitalization
                  affecting the Shares),  the Committee may make adjustments to
                  Options under the Plan to preserve the benefits or potential
                  benefits of the Options.  Action by the  Committee  may
                  include (i) adjustment of the number and kind of shares which
                  are or may be subject to Options under the Plan, (ii)
                  adjustment of the number and kind of shares subject to
                  outstanding  Options under the Plan,  (iii)  adjustment to the
                  exercise price of outstanding  Options under the Plan, (iv)
                  cancellation of outstanding  Options under the Plan, and
                  (v) any other adjustments that the Committee determines to be
                  equitable.


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         (d)      Insufficient Shares. If, on an Exercise Date (as defined in
                  paragraph 8(a)), Participants in the aggregate have
                  outstanding Options to purchase more Shares than are then
                  available for purchase under the Plan, each Participant shall
                  be eligible to purchase a reduced number of Shares on a pro
                  rata basis and any excess payroll deductions shall be returned
                  to such Participants, without interest, all as provided by
                  uniform and nondiscriminatory rules adopted by the Committee.

5.       Grant of Options. As of the first day of each Offering Period
(the "Grant Date"), each employee who is a Participant for such Offering Period
shall be deemed to have been granted an "Option" under the Plan; provided,
however, that:

         (a)      no Participant shall be granted an Option to purchase Shares
                  on any Grant Date if such Participant, immediately after the
                  Option is granted, owns stock possessing 5% or more of the
                  total combined voting power or value of all classes of stock
                  of the Trust or any subsidiary of the Trust (determined in
                  accordance with section 424(f) of the Code (each a
                  "Subsidiary")); and

        (b)       no Participant may purchase under the Plan (or any other
                  employee stock purchase plan of the Trust or any Subsidiary)
                  more than $25,000 of Fair Market Value (as defined in
                  paragraph 9(h)) of Shares (determined at the Grant Date) for
                  each calendar year.

The provisions of paragraph 5(b) shall be interpreted in accordance with
section 423(b)(8) of the Code. For purposes of this Section 5, the rules of
section 424(d) of the Code shall apply in determining the stock ownership of an
individual and Shares which the Participant may purchase under outstanding
Options shall be treated as Shares owned by the Participant.

6.       Payroll Deductions.

         (a)    Source and Amount of Payroll Deductions. Payroll
                deductions shall be made from the Base Earnings (as defined in
                paragraph 6(e)) paid to each Participant for each payroll
                period in such amounts as the Participant shall authorize in
                the Participant's Election Form. Subject to the provisions of
                Section 5, the Committee may, from time to time, establish
                uniform and nondiscriminatory minimum and maximum payroll
                deductions for any period. Unless otherwise specified by the
                Committee, payroll deductions for any payroll period must be
                made in whole percentage increments and may not exceed 15% of
                the Participant's Base Earnings for that payroll period.

         (b)    Insufficient Pay. If a Participant's Base Earnings are
                insufficient in any payroll period to allow the entire payroll
                deduction contemplated under the Plan, no deduction will be
                made for such payroll period. Payroll deductions will resume
                with the next payroll period in which the Participant has Base
                Earnings sufficient to allow for the deductions. Payroll
                deductions under the Plan shall be made in any payroll period
                only after other withholdings, deductions, garnishments and
                the like have been made, and only if the remaining Base
                Earnings are sufficient to allow the entire payroll deduction
                contemplated.


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         (c)    Changes to Deductions. Subject to any minimum and maximum
                deductions established by the Committee and the terms and
                conditions of the Plan, a Participant may change the amount of
                the Participant's payroll deduction for any payroll period
                occurring within an Offering Period (but not retroactively and
                not more than twice during any Offering Period) by filing a
                new Election Form with the Trust or its designated
                recordkeeper in accordance with uniform and nondiscriminatory
                rules established by the Committee. Any change to payroll
                deductions for an Offering Period shall be implemented as soon
                as administratively feasible.

         (d)    Plan Accounts. The Committee shall cause a separate
                bookkeeping account (a "Plan Account") to be maintained for
                each Participant, which Plan Account will reflect the
                accumulated payroll deductions made on behalf of the
                Participant from time to time, reduced for any distributions
                from such Plan Account pursuant to the provisions of the Plan.

         (e)    Base Earnings. For purposes of the Plan, the term "Base
                Earnings" for any period shall have the usual meaning given to
                that term by the Trust from time to time which are payable to
                a Participant for that period.

7.       Termination of Participation.


         (a)    Voluntary Termination. A Participant may, at any time and
                for any reason, voluntarily terminate participation in the
                Plan by written notification of withdrawal delivered to the
                appropriate payroll office at least 10 business days (or such
                other period provided by the Committee) before the next
                payroll period.

         (b)    Automatic  Termination.  A Participant's participation in the
                Plan shall be automatically terminated immediately upon
                termination of the Participant's employment with the Trust and
                the Participating Subsidiaries for any reason.

         (c)    Effect of Termination. In the event a Participant's
                participation in the Plan is terminated for any reason,
                payroll deductions shall immediately cease and any amounts
                then credited to the Participant's Plan Account shall be
                returned to the Participant, without interest, as soon as
                practicable thereafter. A Participant whose participation in
                the Plan has terminated may not rejoin the Plan until the next
                Offering Period following the date of such termination,
                subject to the terms and conditions of the Plan.

8.       Exercise of Option/Purchase of Shares.


         (a)    Exercise of Option. On the last day of each Offering
                Period (or, if such day is not a business day, the next
                preceding business day) (each an "Exercise Date"), each
                Participant who is then employed by the Trust or a
                Participating Subsidiary shall be deemed to have exercised the
                Participant's Option with respect to that number of Shares
                equal to the quotient of (i) the balance in the Participant's
                Plan Account as of the Exercise Date and (ii) the Exercise
                Price. For purposes of the Plan, the "Exercise Price" shall be
                the lesser of (1) 85% of the Fair Market Value of a Share on
                the Grant Date, or (2) 85% of the Fair Market Value of a Share
                on the Exercise Date, but in no event less than the par value
                of a Share.


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         (b)    Statements. As soon as practicable after each Exercise
                Date, a statement shall be delivered to each Participant which
                shall include the number of Shares purchased on the Exercise
                Date on behalf of such Participant under the Plan.

         (c)    Certificates.  When requested by a Participant,  a stock
                certificate for Shares purchased by the Participant

                under the Plan shall be issued in the name of the Participant.

9.       Miscellaneous.


         (a)    Compliance  with  Applicable  Laws;  Limits on Issuance.
                Notwithstanding any other provision of the Plan, the Trust
                shall have no obligation to issue any Shares under the Plan
                unless such issuance  would comply with all  applicable
                laws and the applicable regulations or requirements  of any
                securities exchange or similar  entity.  The Trust's
                obligation to sell and deliver Shares under the Plan is
                subject to the approval of any governmental authority
                required in connection with the authorization, issuance or sale
                of such shares.  Prior to the issuance of any Shares
                under the Plan, the Trust may require a written statement
                that the recipient is acquiring the Shares for investment
                and not for the purpose or with the intention of distributing
                the Shares and will not dispose of them in violation
                of the registration requirements of the Securities Act of 1933.

         (b)    Transferability. Neither the right of a Participant to
                purchase Shares hereunder, nor the Participant's Plan Account
                balance, may be transferred, pledged or assigned by the
                Participant other than by will or the laws of descent and
                distribution and the Participant's rights hereunder may be
                exercised during the Participant's lifetime only by him.

         (c)    Notices. Any notice or document required to be filed with
                the Committee under or with respect to the Plan will be
                properly filed if delivered or mailed by registered mail,
                postage prepaid, to the Committee at the Trust's principal
                executive offices. The Committee may, by advance written
                notice to affected persons, revise any notice procedure from
                time to time. Any notice required under the Plan may be waived
                by the person entitled to notice.

         (d)    Withholding. All amounts withheld pursuant to the Plan,
                Shares issued hereunder and any payments pursuant to the Plan
                are subject to withholding of all applicable taxes and the
                Trust and its subsidiaries shall have the right to withhold
                from any payment or distribution of Shares or to collect as a
                condition of any payment or distribution under the Plan, as
                applicable, any taxes required by law to be withheld. To the
                extent provided by the Committee, a Participant may elect to
                have any distribution of Shares otherwise required to be made
                pursuant to the Plan to be withheld or to surrender to the
                Trust or its subsidiaries Shares already owned by the
                Participant to fulfill any tax withholding obligation;
                provided, however, in no event shall the fair market value of
                the number of Shares so withheld (or accepted) exceed the
                amount necessary to meet the minimum Federal, state and local
                marginal tax rates then in effect that are applicable to the
                Participant and to the particular transaction.


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         (e)    Limitation of Implied Rights. The Plan does not constitute
                a contract of employment or continued service and
                participation in the Plan will not give any employee the right
                to be retained in the employ of the Trust or any Participating
                Subsidiary or any right or claim to any benefit under the Plan
                unless such right or claim has specifically accrued under the
                terms of the Plan. Participation in the Plan by a Participant
                shall not create any rights in such Participant as a
                shareholder of the Trust until Shares are registered in the
                name of the Participant.

         (f)    Evidence. Evidence required of anyone under the Plan may
                be by certificate, affidavit, document or other information
                which the person acting on it considers pertinent and
                reliable, and signed, made or presented by the proper party or
                parties.

         (g)    Gender and Number. Where the context admits, words in one
                gender shall include the other gender, words in the singular
                shall include the plural and the plural shall include the
                singular.

         (h)    Definition of Fair Market Value.  For purposes of the Plan,
                the "Fair Market Value" of a Share as of any date shall be
                determined in accordance with the following rules:

                (i)    If the Shares are at the time listed or admitted to
                       trading on any stock exchange, then the Fair Market
                       Value shall be the average of the highest and lowest
                       sales price per Share on such date on the principal
                       exchange on which the Shares are then listed or
                       admitted to trading or, if no such sale is reported
                       on that date, on the last preceding date on which a
                       sale was so reported.

                (ii)   If the Shares are not at the time listed or admitted
                       to trading on a stock exchange, the Fair Market Value
                       shall be the average of the lowest reported bid price
                       and highest reported asked price of the Shares on the
                       date in question in the over-the-counter market, as
                       such prices are reported in a publication of general
                       circulation selected by the Committee and regularly
                       reporting the market price of Shares in such market.

                (iii)  If the Shares are not listed or admitted to trading
                       on any stock exchange or traded in the
                       over-the-counter market, the Fair Market Value shall
                       be as determined by the Committee in good faith.

10.     Amendment or Termination of Plan. The Board may, at any time
and in any manner, amend, suspend or terminate the Plan or any election
outstanding under the Plan; provided, however, that no such amendment shall be
made without approval of the Trust's shareholders to the extent such approval
would be required under section 423 of the Code, the rules of any securities
exchange or similar entity on which the Shares are listed or otherwise by
applicable law.


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