<PAGE>

                                                                    EXHIBIT 10.4

                      PRENTISS PROPERTIES EXECUTIVE CHOICE

                        SHARE DEFERRAL PLAN FOR TRUSTEES

<PAGE>

                                Table of Contents

EXHIBIT 10.4

                                                                            Page
                                                                            ----
ARTICLE I.         DEFINITIONS.................................................1

   1.01.      Account(s).......................................................1
   1.02.      Affiliate........................................................1
   1.03.      Beneficiary......................................................1
   1.04.      Benefit..........................................................2
   1.05.      Board............................................................2
   1.06.      Change of Control................................................2
   1.07.      Code.............................................................3
   1.08.      Committee........................................................3
   1.09.      Common Shares....................................................3
   1.10.      Company..........................................................3
   1.11.      Deferral Election................................................3
   1.12.      Disability.......................................................3
   1.13.      Dividend Election................................................3
   1.14.      Effective Date...................................................3
   1.15.      Eligible Person..................................................3
   1.16.      Employer.........................................................3
   1.17.      ERISA............................................................3
   1.18.      Incentive Plan...................................................3
   1.19.      Insolvent; Insolvency............................................3
   1.20.      Mature Common Shares.............................................4
   1.21.      Open Enrollment Period...........................................4
   1.22.      Option...........................................................4
   1.23.      Option Deferral Election.........................................4
   1.24.      Participant......................................................4
   1.25.      Plan.............................................................4
   1.26.      Plan Administrator...............................................4
   1.27.      Plan Year........................................................4
   1.28.      PPT..............................................................4
   1.29.      Profit Shares....................................................4
   1.30.      Restricted Shares................................................4
   1.31.      Restricted Share Deferral Election...............................4
   1.32.      Share Account....................................................5
   1.33.      Termination of Service...........................................5
   1.34.      Unforeseeable Emergency..........................................5
   1.35.      Value; Valuation.................................................5

ARTICLE II.        ELIGIBILITY AND PARTICIPATION...............................5

   2.01.      Determination of Eligibility.....................................5
   2.02.      Notice of Eligibility............................................5
   2.03.      Enrollment in Plan...............................................6

                                        i

<PAGE>

                                Table of Contents
                                   (continued)

                                                                            Page
                                                                            ----

   2.04.      Minimum Deferral.................................................6
   2.05.      Irrevocability of Deferral Elections.............................6
   2.06.      Termination of Participation.....................................6

ARTICLE III.       DEFERRAL ELECTIONS..........................................6

   3.01.      Option Deferral Elections........................................6
   3.02.      Restricted Share Deferral Elections..............................7
   3.03.      Dividend Elections...............................................8
   3.04.      Vesting..........................................................8
   3.05.      Effect on Compensation and Other Plans...........................8

ARTICLE IV.        EMPLOYER CONTRIBUTIONS......................................9

   4.01.      Discretionary Employer Contributions.............................9

ARTICLE V.         ACCOUNTING FOR DEFERRED COMMON SHARES.......................9

   5.01.      Tracking of Common Shares........................................9
   5.02.      Use of Third Party Recordkeepers.................................9
   5.03.      Unfunded Nature of Benefits.....................................10

ARTICLE VI.        PAYMENT OF BENEFITS........................................10

   6.01.      Time of Payment.................................................10
   6.02.      Distribution of Benefits Following Termination of Service.......10
   6.03.      Withdrawal of Deferrals Prior to Termination of Service.........11
   6.04.      Form of Distribution of Benefits................................12
   6.05.      Transfer of Common Shares Upon Change of Control................13
   6.06.      Designation of Beneficiary......................................13
   6.07.      Loans...........................................................14
   6.08.      Benefit Payment on Disability or Incapacity.....................14
   6.09.      Suspension of Transfers During Insolvency.......................14

ARTICLE VII.       ADMINISTRATION.............................................14

   7.01.      Powers and Responsibilities of the Company......................14
   7.02.      Powers and Responsibilities of the Committee....................15
   7.03.      Committee Procedures............................................16
   7.04.      Voting of Securities............................................16
   7.05.      Coordination with Other Executive Choice Plans..................16
   7.06.      Records and Statements..........................................16
   7.07.      Payment of Expenses.............................................16
   7.08.      Benefit Claims Procedure........................................16

                                       ii

<PAGE>

                                Table of Contents
                                   (continued)

                                                                            Page
                                                                            ----

   7.09.      Claims Review Procedure.........................................17
   7.10.      Unclaimed Benefits..............................................17
   7.11.      Indemnification.................................................17

ARTICLE VIII.      AMENDMENT AND ADMINISTRATION...............................17

   8.01.      Amendment.......................................................17
   8.02.      Termination.....................................................18

ARTICLE IX.        MISCELLANEOUS..............................................18

   9.01.      Limitation of Rights; Employment Relationship...................18
   9.02.      Limitation on Assignment........................................18
   9.03.      Accounting Treatment............................................18
   9.04.      Representations.................................................18
   9.05.      Severability....................................................18
   9.06.      Governing Law...................................................18
   9.07.      Binding Effect..................................................19
   9.08.      Gender and Number...............................................19
   9.09.      Mergers, Consolidations, and Transfers..........................19
   9.10.      Notices.........................................................19
   9.11.      Binding Effect..................................................19
   9.12.      Adoption by Affiliates..........................................19

                                       iii

<PAGE>

                      PRENTISS PROPERTIES EXECUTIVE CHOICE

                        SHARE DEFERRAL PLAN FOR TRUSTEES

                                    PREAMBLE

        WHEREAS, the Prentiss Properties Trust and its Affiliates offer various
nonqualified deferred compensation and incentive programs to members of its
board of trustees; and

        WHEREAS, the Company believes that it would be in the best interests of
the Company to provide the members of its board of trustees with additional
options regarding the manner and time of receipt of benefits under existing
programs without affecting the benefits otherwise payable to such persons.

        NOW, THEREFORE, on behalf of the Employers, Prentiss Properties
Acquisition Partners, L.P. does hereby adopt the Plan as set forth in the
following pages.

                                   ARTICLE I.

                                   DEFINITIONS

        The following terms when used herein shall have the following meaning,
unless a different meaning is clearly required by the context.

        1.01.   Account(s). "Account(s)" means the separate record of each
Participant's interest in the Plan at any time. Each Participant may have a
Share Account and such other Accounts or subaccounts as the Committee deems
appropriate. Unless and until other Accounts are established, "Account" shall
have the same meaning as "Share Account." The maintenance of Accounts is solely
for the purpose of tracking the number of Common Shares transferable to a
Participant at any time and does not require that amounts deferred by any
Participant be segregated from the amounts deferred by other Participants, that
Common Shares deferred hereunder actually be deposited or maintained in a trust
or otherwise segregated from the Employers' general assets.

        1.02.   Affiliate. "Affiliate" means any entity under common control
with the Company, within the meaning of Code section 414(b), (c) or (m) and any
"subsidiary" or "parent" corporation (within the meaning of Section 424 of the
Code) of the Company, including an entity that becomes an Affiliate after the
adoption of this Plan, or any other entity that the Committee determines is
otherwise controlled by, in control of, or under common control with the
Company. Without limiting the foregoing, Prentiss Properties Trust, Prentiss
Properties Limited, Inc., and Prentiss Properties Management, L.P. shall be
considered Affiliates.

        1.03.   Beneficiary. "Beneficiary" means the person(s) or estate
entitled to receive benefits under this Plan after the death of a Participant.

                                        1

<PAGE>

        1.04.   Benefit. "Benefit" means as of any specific date, the then
current Value of the Participant's Accounts derived from the Participant's
Deferral Elections and the Value of the vested portion of the Participant's
Accounts derived from Employer contributions (if any) made under Article IV.

        1.05.   Board. "Board" means the board of trustees of PPT, as
constituted from time to time.

        1.06.   Change of Control. "Change of Control" means the occurrence of
any one or more of the following events:

                (a)     PPT enters into any agreement with a person or entity
        that involves the transfer of ownership of PPT or of more than fifty
        percent (50%) of PPT's total assets or earnings power on a consolidated
        basis, as reported in PPT's consolidated financial statements filed with
        the Securities and Exchange Commission (including an agreement for the
        acquisition of PPT by merger, consolidation, or statutory share
        exchange--regardless of whether PPT 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 PPT's assets to the
        person or entity);

                (b)     As a direct or indirect result of, or in connection
        with, a cash tender or exchange offer, a merger or other business
        combination (or any combination of such transactions), the persons who
        were members of the Board 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." For purposes of the preceding sentence an "Acquiring Person"
        means (i) a person who, 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 PPT'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 satisfying the
        conditions in subsection (i) or, in the case of a grantee employed by an
        Affiliate when a person or entity becomes an Acquiring Person, that
        would result in that Affiliate's failure to be an Affiliate.

                (d)     During any period of two consecutive calendar years, the
        Continuing Members of the Board cease for any reason to constitute a
        majority of the Board. For purposes of the preceding sentence,
        "Continuing Member" means any member of the Board, while a member of the
        Board and (i) who was a member of the Board prior to the adoption of the
        Plan or (ii) whose subsequent nomination or election to the Board was
        recommended or approved by a majority of the Continuing Members.

                (e)     The foregoing provisions of this Section 1.06 shall not
        apply to any event or condition that would otherwise constitute a Change
        of Control if such event or condition occurs between the Effective Date
        and March 1, 2004. Nor shall the continuation after March 1, 2004 of
        such event or condition occurring between the

                                        2

<PAGE>

        Effective Date and March 1, 2004 be deemed to constitute a Change of
        Control for purposes of the Plan.

        1.07.   Code. "Code" means the Internal Revenue code of 1986, as
amended, and the regulations adopted thereunder.

        1.08.   Committee. "Committee" means a committee of two or more persons
appointed by the Company to assist in the administration of the Plan.

        1.09.   Common Shares. "Common Shares" means the Common Shares of PPT.

        1.10.   Company. "Company" means Prentiss Properties Acquisition
Partners, L.P., or any successor entity thereto.

        1.11.   Deferral Election. "Deferral Election" means any one or more of
the Deferral Elections available to Participants under Article III.

        1.12.   Disability. "Disability" means a physical or mental condition
which, in the opinion of the Committee based upon appropriate medical advice and
examination and in accordance with rules applied consistently to all Eligible
Person, totally and presumably permanently prevents the Participant, from
performing the customary duties of his regular job with the Company.

        1.13.   Dividend Election. "Dividend Deferral Election" means an
election by the Participant to receive in cash an amount equal to any dividends
paid with respect to Common Shares held in his Share Account, subject to Article
III.

        1.14.   Effective Date. "Effective Date" means February 11, 2003.

        1.15.   Eligible Person. "Eligible Person" means a person who provides
services as a member of the Board.

        1.16.   Employer. "Employer" means the Company and any Affiliate which
has adopted this Plan, and any their respective successors.

        1.17.   ERISA. "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time.

        1.18.   Incentive Plan. "Incentive Plan" means the Prentiss Properties
Trust Trustees' Share Incentive Plan, as amended from time to time, and any
successor thereto.

        1.19.   Insolvent; Insolvency. "Insolvent;" "Insolvency" and similar
terms mean that the Employer of whose governing board a Participant is a member
(including any entity that would be aggregated with it for purposes of
determining insolvency under any Federal or State bankruptcy, receivership,
fraudulent transfer or similar laws) is (i) unable to pay its debts as they
become due, or (ii) subject to a pending proceeding as a debtor under the United
States Bankruptcy Code.

                                        3

<PAGE>

        1.20.   Mature Common Shares. "Mature Common Shares" means Common Shares
that have been owned by the Participant for at least six months and meet any
other requirements to be considered "mature" for financial accounting purposes.

        1.21.   Open Enrollment Period. "Open Enrollment Period" means the
period established by the Committee prior to the commencement of each Plan Year
during which an Eligible Person may amend or file a Deferral Election.

        1.22.   Option. "Option" means an option granted to a Participant under
the Incentive Plan to purchase a predetermined number of Common Shares at the
price specified therein.

        1.23.   Option Deferral Election. "Option Deferral Election" means an
election by a Participant under the Plan to (i) defer the exercise of an Option
and the receipt and ownership of any Profit Shares otherwise transferable to the
Participant upon exercise of an Option under the Incentive Plan for a period of
at least six months from the date of the election and (ii) to exercise the
Option subject to the Option Deferral Election only under the Plan; and to pay
the purchase or exercise price of such Option solely by using mature Common
Shares in an actual or deemed Share-for-Share exercise, subject to the terms of
Article III hereof.

        1.24.   Participant. "Participant" means an Eligible Person or former
Eligible Person who is or has made one or more Deferral Elections under the Plan
and who retains the right to benefits under the Plan.

        1.25.   Plan. "Plan" means the Prentiss Properties Executive Choice
Share Deferral Plan for Trustees (the plan set forth herein), as amended from
time to time.

        1.26.   Plan Administrator. "Plan Administrator" means the Company or a
committee appointed by it to the extent that either of them shall act in such
capacity under Article VI.

        1.27.   Plan Year. "Plan Year" means the twelve-month accounting period
ending on December 31 of each calendar year, except that the initial Plan Year
shall be a short year beginning on the Effective Date and ending December 31,
2003.

        1.28.   PPT. "PPT" means Prentiss Properties Trust, a Real Estate
Investment Trust organized under the laws of the State of Maryland, and any
successor thereto.

        1.29.   Profit Shares. "Profit Shares" means the total number of Common
Shares issuable to a Participant pursuant to the exercise of an Option less the
number of Mature Common Shares used to exercise the Option.

        1.30.   Restricted Shares. "Restricted Shares" means Common Shares
granted to a Participant subject to a substantial risk of forfeiture under the
Incentive Plan prior to the lapse of such risk of forfeiture.

        1.31.   Restricted Share Deferral Election. "Restricted Share Deferral
Election" means an election by a Participant to defer receipt and ownership of
compensation that would otherwise result upon vesting of nonvested Restricted
Shares, subject to the requirements and terms of Article III hereof.

                                        4

<PAGE>

        1.32.   Share Account. "Share Account" means the record established and
maintained for each Participant in accordance with Article III hereof, for
bookkeeping purposes only, to the extent that such Account is deemed to be
invested in Common Shares. The Participant's interest in the Share Account shall
be expressed in the form of whole and fractional Common Shares.

        1.33.   Termination of Service. "Termination of Service" means the end
of a member's term on the Board without reelection or reappointment to a
contiguous term thereafter.

        1.34.   Unforeseeable Emergency. "Unforeseeable Emergency" means an
immediate financial need of the Participant resulting from extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant as determined by the Committee. Without limiting the generality
of the foregoing, an emergency shall be deemed to exist only if the Committee
determines that the Participant has suffered a severe financial hardship
resulting form a sudden and unexpected illness or accident of the Participant or
a dependent (as defined in Section 152(a) of the Code) of the Participant, loss
of the Participant's property due to casualty, or other similar circumstances as
a result of events beyond the control of the Participant. An Unforeseeable
Emergency will not be deemed to exist if the hardship is or may be relieved
through reimbursement or compensation by insurance or otherwise, by liquidation
of the Participant's assets, to the extent that such liquidation would not
itself cause severe financial hardship; or by the termination of his Deferral
Election under the Plan.

        1.35.   Value; Valuation. "Value, Valuation" and similar terms mean,
with respect to Common Shares as of any given date, the closing price of a
Common Share on the New York Stock Exchange. If the Common Shares shall cease to
be listed on the New York Stock Exchange but are listed on another established
stock exchange or exchanges, the Value of a Common Share shall be deemed to be
the highest closing price of a Common Share as reported on that stock exchange
or exchanges or, if no sale of Common Shares shall be made on any stock exchange
on that day, then the next preceding day on which there was a sale. If the
Common Shares shall not listed on an established stock exchange but are traded
in the over-the-counter market as reported by the National Association of
Securities Dealers, Inc., the Value of a Common Share shall be the reported
"closing" price of a Share as so reported.

                                   ARTICLE II.

                          ELIGIBILITY AND PARTICIPATION

        2.01.   Determination of Eligibility. Only those Eligible Persons
selected by the Committee may participate in the Plan. The Committee may also
determine that an Eligible Person who was previously eligible may not continue
to make Deferral Elections under the Plan.

        2.02.   Notice of Eligibility. Upon determining that an Eligible Person
is to be invited to participate in the Plan, the Committee shall provide such
Eligible Person with a copy of the Plan and Trust and any amendments thereto.
Such notice may be given at such time and in such manner as the Committee may
determine. No Eligible Person shall be required to participate in the Plan.

                                        5

<PAGE>

        2.03.   Enrollment in Plan. An Eligible Person may enroll in the Plan by
filing a Deferral Election with the Committee as provided in Article III. Upon
the filing of a Deferral Election (whether at the time of initial selection by
the Committee or subsequently) and subject to the acceptance of that election by
the Committee, such Eligible Person shall be deemed to have accepted all of the
terms of the Plan and to have agreed to cooperate fully with the Committee and
the persons and entities engaged to provide services to the Plan. If an Eligible
Person or Participant fails or refuses to provide information requested or
otherwise cooperate fully in the implementation and administration of the Plan,
the Committee may exclude such person from participation in the Plan or from one
or more features of the Plan.

        2.04.   Minimum Deferral. The Committee may establish minimum Deferral
Election requirements from time to time. The Committee may decline to accept any
Deferral Election which does not comply with those requirements. Unless and
until changed by the Committee, the minimum Deferral Elections shall be as
follows:.

                        (i)     Option Deferral Election: 1,000 Common Shares.

                        (ii)    Restricted Share Deferral Election: 1,000 Common
                                Shares.

        2.05.   Irrevocability of Deferral Elections. A Deferral Election shall
be irrevocable once filed with the Committee except as otherwise provided in the
Plan. Any attempt by a Participant to assign, pledge anticipate or otherwise
dispose of any Common Shares that may ultimately be transferred to him under the
Plan prior to their actual distribution or transfer shall be null and void and
shall not be recognized by the Company for any purpose.

        2.06.   Termination of Participation. Except as provided herein, an
Eligible Person's participation in the Plan shall end not later than the date of
such employee's Termination of Service. Upon termination of participation, the
Participant may not make any further Deferral Election, but Deferral Elections
existing on the date of termination shall continue to apply to Common Shares
that are the subject of those elections. The Committee may allow a Participant
who has terminated service, but who is expected to receive compensation in a
subsequent Plan Year that could be otherwise subject to a Deferral Election, to
make a Deferral Elections after his Termination of Service.

                                  ARTICLE III.

                               DEFERRAL ELECTIONS

        3.01.   Option Deferral Elections.

                (a)     A Participant who has received an Option under the
        Incentive Plan may make an Option Deferral Election with respect to all
        or any portion of the Profit Shares that would otherwise be issued or
        transferred to him pursuant to an Option. Such an Option Deferral
        Election must specify the Option to which it relates and must be filed
        with the Committee at least six months prior to the exercise of the
        relevant Option, except that a Participant may make an Option Deferral
        Election not later than February 14, 2003 with respect to any Option
        that could otherwise be exercised at any time thereafter without regard
        to such six month notice requirement.

                                        6

<PAGE>

                (b)     The Option Deferral Election shall clearly identify the
        option to which it applies, including, if required by the Committee, the
        date of grant, exercise date, and number of shares covered by the grant.
        If the Option Deferral Election is applies to only a portion of a
        particular Option, then the Option Deferral Election must specify such
        portion. Any Profit Shares attributable to the exercise of the Option
        shall first be deemed to be the Profit Shares subject to the Option
        Deferral Election.

                (c)     An Option Deferral Election shall remain in effect from
        the date it is filed until the day that is six months prior to the last
        day of the term of the relevant Option and shall prohibit the
        Participant from exercising the Option during the period beginning on
        the day the Option Deferral Election is filed and ending on the date
        that is six months thereafter. In addition, the Option Deferral Election
        shall require the Participant to agree that the exercise price of Option
        subject thereto may only be paid by the transfer to the Company of
        Mature Common Shares, including any deemed transfer or cashless exercise
        approved by the Committee. Notwithstanding the foregoing, any Option
        Deferral Election shall become null and void with respect to the
        unexercised portion of any Option if the Participant's employment is
        terminated (either voluntarily or involuntarily).

                (d)     Any Profit Shares subject to an Option Deferral Election
        shall not be transferred or issued to the Participant or to the Trust
        but shall be retained by the Company and credited by the Committee to
        the Participant's Share Account. Thereafter, the investment and
        accounting for such Profit Shares shall be determined under Article V.
        Any Common Shares issuable or transferable to the Participant as a
        result of such exercise other than Profit Shares shall be unaffected by
        the Option Deferral Election.

        3.02.   Restricted Share Deferral Elections.

                (a)     A Participant may make a Restricted Share Deferral
        Election with respect to any Restricted Shares granted under the
        Incentive Plan which are subject to a risk of forfeiture that will not
        expire for at least six months following the date the Restrictive Share
        Deferral Election is filed with the Committee. Such an election must be
        filed with the Committee at least six months prior to the date the
        relevant Restricted Share would otherwise vest or become transferable
        under the Incentive Plan, except that a Participant may make a
        Restricted Share Deferral Election not later than February 11, 2003 with
        respect to Restricted Shares that would otherwise vest or become
        transferable at any time thereafter without regard to such six month
        notice requirement.

                (b)     The Restricted Share Deferral Election shall clearly
        identify the grant of Common Shares to which it applies, including, if
        required by the Committee, the date of grant, number of shares granted,
        and the release or vesting date. Such an election must specify the
        number of Restricted Shares to which it relates. In addition, if the
        Participant is in possession of certificates evidencing the Restricted
        Shares for which a Restricted Share Deferral Election is made, the
        Participant shall deliver such certificates, duly endorsed in blank, to
        the Committee contemporaneously with the filing of the Restricted Share
        Deferral Election.

                                        7

<PAGE>

                (c)     Any Restricted Shares subject to a Restricted Share
        Deferral Election shall not be released, transferred or issued to the
        Participant or to the Trust, but shall be retained by the Company and
        credited by the Committee to the Participant's Share Account.
        Thereafter, the investment and accounting for such Restricted Shares
        shall be determined under Article V.

        3.03.   Dividend Elections.

                (a)     Except as provided herein, any dividends payable with
        respect to Common Shares that are credited to the Participant's Share
        Account shall be transferred to the Trust. A Participant may, however,
        file a Dividend Election with the Committee under which any dividends
        thereafter paid with respect to such Common Shares credited to a
        Participant's Share Account will be paid to the Participant in cash. If
        any such dividend has been paid to the Trust, the Committee shall
        require the Trustee to return such dividends to the Company.

                (b)     A Participant may make a Dividend Election with respect
        to any or all of such dividends. Such a Dividend Election shall be
        effective six months after the Dividend Deferral Election is filed with
        the Committee, except that a Dividend Election may be filed not later
        than February 11, 2003 pertaining to dividends payable with respect to
        record dates occurring after that date. The Committee may refuse to
        accept any Dividend Election if acceptance of the election might result
        in insufficient funds being available to the Trustee to permit it to pay
        the electing Participant's share of expected premiums on insurance
        purchased under the Prentiss Properties Executive Choice Deferred
        Compensation Plan for Trustees.

        3.04.   Vesting. Each Participant shall have a fully vested
(non-forfeitable) interest in all amounts covered by his Deferral Elections
under the Plan and the earnings and losses thereon, except as expressly provided
otherwise herein or in the Trust in the event of the Insolvency of the Company.

        3.05.   Effect on Compensation and Other Plans. Unless otherwise
required by law, The Value of Common Shares covered by a Deferral Election shall
not be considered as compensation for purposes of calculating any contribution
or benefit which the Participant may be entitled to under any other plan or
program adopted or maintained by the Company except to the extent provided
therein. The adoption and implementation of this Plan is not intended to amend
any other plan or program of the Employer. Without limiting the generality of
the foregoing, nothing in this Plan shall be interpreted to accelerate or
otherwise modify the time at which rights under any other plan or program of any
Employer vest or become exercisable or increase the number of Common Shares
available to a Participant beyond the number of Common Shares determined under
the shareholder-approved plans in which the Participant participates

                                        8

<PAGE>

                                   ARTICLE IV.

                             EMPLOYER CONTRIBUTIONS

        4.01.   Discretionary Employer Contributions. The Employer shall not
make any contribution of Common Shares for any of the Participants under the
Plan for any Plan Year or otherwise permit any Participant to receive any number
of Common Shares in excess of the number of Common Shares determined under the
shareholder-approved plans in which the Participant participates.

                                   ARTICLE V.

                      ACCOUNTING FOR DEFERRED COMMON SHARES

        5.01.   Tracking of Common Shares.

                (a)     The Common Shares subject to Deferral Elections shall be
        deemed to be held for investment for the benefit of the Participants.
        The Committee shall maintain a record of all Common Shares held in the
        Participants' Share Accounts. At such time as the Participant becomes
        entitled to distribution under Article VI, the Committee shall inform
        the Company of the number of Common Shares credited to the Participant's
        Share Account thereof for purposes of determining the Benefit to be
        distributed to the Participant. Unless otherwise determined by the
        Committee consistent with Section 9.03, any distribution from the Share
        Account shall be made in kind and not in cash. The Common Shares
        reflected in the Share Accounts shall not be transferred to any trust
        but shall remain general assets of the Company. The Company is not
        required to issue or otherwise set aside any Common Shares for any
        Participant under the Plan, but if it does so, the Common Shares
        reflected in the Share Accounts shall not be transferred to the Trust
        but shall remain general assets of the Company. Any or all of such
        Common Shares may be transferred to or for the benefit of one or more
        creditors of the Company

                (b)     If any Common Shares reflected in the Participant's
        Share Account are subject to restrictions under applicable law or under
        other agreements between the Company and the Participant, those
        restrictions shall continue to apply to such Common Shares unless
        otherwise determined by the Committee.

                (c)     In the event of a share dividend, split, merger,
        consolidation or other recapitalization of the Company affecting the
        number of outstanding Common Shares, the number of Common Shares
        credited to a Participant's Share Account shall be appropriately
        adjusted on the same basis as specified by the Committee.

                (d)     Notwithstanding any provision to the contrary,
        Participants who are actually or potentially subject to Section 16(b) of
        the Securities Exchange Act of 1934, as amended, shall be subject to any
        procedures adopted by the Committee, including without limitation the
        delay of any distribution from a Participant's Share Account.

        5.02.   Use of Third Party Recordkeepers. The Committee may engage a
third party to assist it in tracking the number of Common Shares credited to the
Participants' Shares Accounts,

                                        9

<PAGE>

reporting of Values to Participants, and such other recordkeeping functions as
determined by the Committee. To the extent that a third party recordkeeper is so
retained, the Committee shall have no responsibility for the accuracy of
calculations or other actions undertaken by such third party.

        5.03.   Unfunded Nature of Benefits. It is the intent of the Company
that all benefits provided under the Plan will be considered unfunded for
purposes of the Code. No person entitled to any distribution under the Plan
shall have any claim, right, security, preference or other interest in any asset
of any Company except to the extent that an Employer has violated the terms of
the Plan. Any claims by Participants against any Employer shall be general,
unsecured claims. No Participant shall have any right or recourse against the
assets of any member of the Board, Committee or other person who acts on behalf
of the Company or any Employer with respect to the Plan, except for breach of a
duty imposed on such person by the Plan or applicable law.

                                   ARTICLE VI.

                               PAYMENT OF BENEFITS

        6.01.   Time of Payment. Except as otherwise provided below,
distribution of a Participant's Benefit may not be made or commenced prior to
the Participant's Termination of Service of the Participant. Distributions shall
be suspended upon the Insolvency of the Company except as provided in Section
6.09.

        6.02.   Distribution of Benefits Following Termination of Service.

                (a)     Upon commencing participation in the Plan and at each
        subsequent Open Enrollment Period, each Participant may designate the
        date on which Common Shares covered by a Deferral Election made during
        that Open Enrollment Period will be distributed or distribution
        commenced. The date so selected may be any date at least 24 months after
        the first day of the Plan Year to which the Deferral Election relates.
        In addition, the date so selected shall apply to Shares the receipt of
        which is deferred in subsequent years unless and until a different date
        is designated with respect to those years. The transfer date so selected
        may be identified as a specific date, the date that is a specific number
        of months or years following the close of the Plan Year to which the
        election relates, the date of the Participant's Termination of Service,
        attains a specified age, or any other formulation that the Committee
        believes will allow it to determine when the transfer of Common Shares
        must be made or commence. Any such election may provide alternative
        transfer dates in the event of Termination of Service before the
        otherwise applicable date.

                (b)     Only one date may be designated under paragraph (a) for
        the distribution or commencement of distribution of Common Shares
        deferred for such Plan Year. If more than one designated distribution
        date falls within a single year, the Committee may require that all
        distributions for such year be made on a single date within that year
        selected by the Committee (which need not be a date selected by the
        Participant so long as the minimum deferral period of paragraph (a) is
        satisfied). In addition, a Participant

                                       10

<PAGE>

        may not have more than ten (10) designated distribution dates over the
        life of his participation in the Plan. For purposes of the foregoing
        limitation, a distribution date which is postponed under paragraph (c)
        shall together with the postponed date be treated as one distribution
        date.

                (c)     The date for transfer selected by a Participant may be
        postponed (but not accelerated) by a subsequent written notice to the
        Committee, provided such notice is given at least 12 months prior to the
        date that transfer would otherwise be made or commence and that the
        postponement is for at least an additional 12 months from the original
        distribution date. No postponement shall be permitted if the Participant
        has exceeded (or would exceed) the limitation on transfer dates under
        paragraph (a). If the postponed date requested by a Participant would
        result in two distribution dates in a single year, then both
        distributions shall be made on the later of the postponed distribution
        date or the other date designated for the same year as the postponed
        distribution and treated as a single distribution.

                (d)     In the absence of a contrary designation, the transfer
        of Common Shares deferred hereunder shall commence as soon as practical
        following the Participant's Termination of Service.

                (e)     The Committee shall have the authority to deny any
        requested postponement to a distribution date if it determines that
        agreeing to such postponement would result in adverse tax consequences
        to other Participants or the Company. The Committee's determination in
        such regard shall be binding and conclusive. If there is any question
        concerning a Participant's intended distribution, the Committee may, in
        its discretion, determine the timing and source of the distribution.

        6.03.   Withdrawal of Deferrals Prior to Termination of Service.

                (a)     A Participant who meets the requirements of paragraph
        (b) or (d) below may withdraw all or a portion of his Benefit without
        regard to the limitation on payment dates under Section 6.02(a). No
        withdrawal will be permitted unless the Participant has had a Deferral
        Election in place for 24 consecutive months preceding the date of the
        withdrawal related to that election. No more than one withdrawal may be
        made under this Section during any Plan Year.

                (b)     Subject to paragraph (a), a Participant may withdraw all
        or part of the Common Shares held on his behalf in his Shares Account
        prior to Termination of Service in the event of an Unforeseeable
        Emergency. The Value of the Common Shares distributable under this
        paragraph may not exceed the amount needed to meet the Unforeseeable
        Emergency (including taxes imposed thereon), as determined by the
        Committee.

                (c)     If a Participant incurs an Unforeseeable Emergency, but
        the Committee determines that such emergency can be relieved through the
        suspension of Deferral Elections, the Committee shall not authorize a
        withdrawal, but may permit the Participant to suspend his Deferral
        Election or a portion thereof. Following suspension, a Participant

                                       11

<PAGE>

        may resume Deferrals only during a subsequent Open Enrollment Period by
        executing a new Deferral Election.

                (d)     Subject to paragraph (a), a Participant may withdraw all
        or a part of his Benefit derived from his Deferral Elections in a single
        distribution upon 30 days notice to the Committee without regard to
        whether he has suffered an Unforeseeable Emergency. However, in the
        event of such a withdrawal, the Participant shall forfeit an amount
        equal to ten percent (10%) of his amount withdrawn. Such amount shall be
        paid to the Company at the same time as the withdrawal is paid to the
        Participant.

                (e)     A Participant requesting a withdrawal under this Section
        shall specify the years in which the requested Common Shares were
        deferred and would otherwise be distributed or distribution commenced.
        The Committee may, as a condition to approving such request, require
        that a different year's deferral be withdrawn or may designate the year
        to which the withdrawal relates if the Participant does not do so.

        6.04.   Form of Distribution of Benefits.

                (a)     Upon commencing participation in the Plan, and at each
        Open Enrollment Date thereafter, each Participant shall designate the
        manner in which Common Shares covered by his Deferral Election made at
        that time shall be distributed at his Termination of Service or at a
        specified date prior to Termination of Service. For distributions made
        upon Termination of Service, the following options shall be permitted.

                        (i)     A lump sum distribution at Termination of
                Service, which will be made as soon as practical following the
                termination event;

                        (ii)    A lump sum distribution at a date following the
                Termination of Serviced by a specified number of years, but not
                more than fifteen years;

                        (iii)   Annual distributions of Common Shares on a
                declining balance over periods of 5, 10, or 15 years at the
                Participant's option. Such distributions must commence within
                five years following Termination of Service.

                (b)     If distribution is made prior to Termination of Service,
        the Participant's Benefit shall be paid in a lump sum or in annual
        installments on a declining balance over a period of 5 years at the
        Participant's option.

                (c)     All distributions due a Participant must be completed
        not more than 15 years after Termination of Service. In the absence of a
        designation as to the manner of distribution, the default form of
        distribution shall be a lump sum distribution upon Termination of
        Service.

                (d)     Each such transfer of Common Shares shall be made on or
        as soon as practical following the date selected by the Participant. If
        more than one installment is contemplated, each such distribution shall
        be determined by dividing the number of Common Shares held in the
        Participant's Shares Account immediately prior to the distribution by
        the number of years remaining in the term of distribution. Any

                                       12

<PAGE>

        undistributed portion of the Participant's Benefit shall remain subject
        to all of the terms of the Plan.

                (e)     Any Participant who has elected a manner of distribution
        or has been deemed to have elected a manner of transfer of Common Shares
        may change the manner of distribution by written notice to the Committee
        provided such notice is given at least 12 months prior to the date that
        the distribution of Common Shares would otherwise commence. If
        distribution is to be made upon Termination of Service, any election to
        change the manner of distribution must be made at least 12 months before
        such termination. In addition, any participant who has elected any term
        of installment distributions may elect a lump sum distribution prior to
        or during the course of such distributions subject to a 10% penalty of
        the Value of the Participant's Benefit determined immediately before
        such lump sum distribution is made.

                (f)     Notwithstanding elections to the contrary, a Participant
        whose employment ends through voluntary resignation in his initial year
        of Plan participation will receive a lump sum distribution of his
        Benefit as soon as possible following Termination of Service.

        6.05.   Transfer of Common Shares Upon Change of Control. In the event
of a Change of Control prior to the Insolvency of an Employer, all Common Shares
held on behalf of the Participants shall become distributable at the date
thereof. Transfer of Common Shares shall be made in a single distribution to
each Participant as soon as practical after the Change of Control occurs. It
shall not be necessary for any Participant or Beneficiary to apply for or
consent to such distribution. The Company shall take all steps necessary to
release such shares and transfer possession thereof to the Participants.

        6.06.   Designation of Beneficiary.

                (a)     If a Participant dies before receiving all of his
        Benefit under the Plan, all prior elections made by the Participant as
        to the time and manner of payment shall be canceled. Such deceased
        Participant's Benefit (or the undistributed portion thereof) shall be
        distributed in a single distribution to the Beneficiary designated by
        the Participant.

                (b)     A Participant may designate one or more Beneficiaries on
        such form as supplied by the Committee. A Participant may by similar
        action designate a change of Beneficiary at any time, which change shall
        be effective only upon receipt by the Committee of said notice. The last
        such designation form filed with the Committee prior to the
        Participant's death shall control.

                (c)     If a Participant designates his spouse as a Beneficiary
        under paragraph (a), such designation shall automatically be revoked on
        the date that the Committee receives written notice that the Participant
        and such designated spouse have divorced, except to the extent otherwise
        provided in a subsequent Beneficiary designation filed by the
        Participant with the Committee.

                (d)     In the absence of a written designation, or in the event
        a Participant dies without a Beneficiary surviving him, the amount which
        would otherwise be payable to

                                       13

<PAGE>

        his Beneficiary shall be paid to the surviving spouse of such
        Participant or if none, to such Participant's estate. A Beneficiary
        shall have no interest or rights under the Plan during the lifetime of
        the Participant, except as may be provided otherwise in the Plan or
        ERISA.

        6.07.   Loans. Participants shall not be entitled to borrow any portion
of their Accounts, nor may any such Accounts be given as security for any loan
extended to the Participant.

        6.08.   Benefit Payment on Disability or Incapacity. If a Participant
becomes Disabled prior to receiving his entire Benefit under the Plan, the
Committee may, in its absolute discretion, modify or cancel any election made by
the Participant as to the time or manner of distribution and determine when and
how the Participant's Benefit shall be distributed. If the Committee determines
that a claimant who is to receive Common Shares hereunder is a minor, mentally
or emotionally incompetent, or is for any other reason incapable of giving a
valid receipt or discharge for such transfer, the Committee may direct the
Company to transfer all or part of the Common Shares otherwise transferable to
the claimant to a guardian, custodian, trustee conservator, relative,
institution or other person on behalf of such claimant; provided, however, the
Committee shall not be obligated to make any inquiry as to the competency of any
Participant, Beneficiary or other claimant. Any transfer of Common Shares made
on behalf of a claimant under this Section shall act as a full and complete
discharge and release of the obligation of the Plan to such claimant.

        6.09.   Suspension of Transfers During Insolvency.

                (a)     Upon Insolvency of an Employer, all transfers of Common
        Shares that would otherwise be made hereunder to a Participant who
        serves or previously served as a member of the Board of such Employer
        (and their Beneficiaries) shall be suspended except to the extent that
        an event permitting such a transfer to one or more Participants or
        Beneficiaries occurred prior to the date of such Insolvency. Transfers
        may resume or only upon a determination that Insolvency has not occurred
        or has been cured.

                (b)     The Committee shall not have any responsibility for
        determining whether the Insolvency has occurred. If, however, the
        Committee is advised by the Board or otherwise determines that an
        Employer is Insolvent, the Committee shall take all steps necessary to
        effectuate the release and transfer of Common Shares to creditors of the
        Employer as may be requested by the Employer or the Company

                                  ARTICLE VII.

                                 ADMINISTRATION

        7.01.   Powers and Responsibilities of the Company.

                (a)     The Company shall determine the number of, and shall be
        empowered to appoint and remove, the members of the Committee from time
        to time as it deems necessary for the proper administration of the Plan.

                                       14

<PAGE>

                (b)     The Company may employ an independent qualified public
        accountant to examine the books, records, and any financial statements
        and schedules of the Plan.

                (c)     The Company shall file or cause to be filed with the
        appropriate government agency (or agencies) any required reports and any
        other pertinent documents.

        7.02.   Powers and Responsibilities of the Committee.

        The Committee shall carry out the daily management of the Plan in
accordance with its terms and shall have the power to determine all questions
arising in connection with the administration, interpretation, and application
of the Plan. Any such determination by the Committee shall be conclusive and
binding upon all persons. The Committee may correct any defect, supply any
information, or reconcile any inconsistency in such manner and to such extent as
shall be deemed necessary or advisable to carry out the purpose of this Plan;
provided, however, that any interpretation or construction shall be made and
applied in a nondiscriminatory manner. The Committee shall have such powers and
duties as may be necessary to discharge its duties hereunder, including, but not
limited to, the power and duty:

                (a)     to construe and interpret the Plan, decide all questions
        of eligibility for payment of any benefits hereunder;

                (b)     to adopt such rules, such procedures and forms as it
        deems appropriate;

                (c)     To direct an Employer to reduce a Participant's Deferral
        Election if it determines that acceptance of the election as submitted
        could impair the Employer's or the Participant's ability to meet any
        other obligations imposed on either of them by law or agreement.

                (d)     to make a determination as to the right of any person to
        a benefit and to afford any person dissatisfied with such determination
        the right to a hearing thereon;

                (e)     to receive from the Employers and from Participants such
        information as shall be necessary for the proper administration of the
        Plan;

                (f)     to delegate to one or more of the members of the
        Committee the right to act in its behalf in all matters connected with
        the administration of the Plan and to delegate ministerial matters to
        its agents or employees, who need not be members of the Committee;

                (g)     to furnish any Participant or Beneficiary who requests
        in writing statements indicating the Value of such Participant's or
        Beneficiary's Accounts;

                (h)     to maintain all records necessary for verification of
        information required to be filed with any governmental agency;

                (i)     to retain such agents, and employees, including legal
        counsel (which may be counsel for the Company), as it deems appropriate
        for the discharge of its duties hereunder;

                                       15

<PAGE>

                (j)     to adjust the Accounts of Participants at least once per
        quarter of each Plan Year to reflect earnings, gains, losses, and
        increases and decreases in their Accounts.

        7.03.   Committee Procedures. The Committee may act at a meeting or in
writing without a meeting. Such committee shall elect one of its members as
chairman, appoint a secretary who need not be a member of the Committee. The
Secretary shall keep a record of all meetings and forward all necessary
communications to the Company or other appropriate persons. The Committee may
adopt such bylaws and regulations as it deems desirable for the conduct of its
affairs. All decisions of the committee shall be made by the vote of the
majority including actions in writing taken without a meeting. A dissenting
member of the Committee who, within a reasonable time after he has knowledge of
any action or failure to act by the majority, registers his dissent in writing
delivered to the other Committee members and the Company shall not be
responsible for any such action or failure to act.

        7.04.   Voting of Securities. The Participants may direct the manner in
which voting, dissenter's or other shareholder's rights of securities held in
their Share Accounts are to be exercised. The Committee shall adopt such
procedures as necessary to facilitate the exercise of such rights.

        7.05.   Coordination with Other Executive Choice Plans. The Committee is
expected to coordinate the administration of the Plan with the administration of
the Prentiss Properties Executive Choice Share Deferral Plan for Trustees and
the Executive Choice Deferred Compensation Plan and the Executive Choice Share
Deferral Plan maintained for selected management and highly compensated
employees. The Committee may provide for the common administration of the plans
and may appoint the same recordkeeper and other agents who may treat the plans,
for administrative purposes and for communication to Participants, as a single
program. The Committee may authorize the use of forms and disclosures jointly
with the Executive Choice Deferred Compensation Plan. Such administrative steps
are for convenience only and shall not be interpreted to negate the separate
existence and nature of each plan

        7.06.   Records and Statements. The Committee shall maintain such
records as may be required by law, the Plan, or as it otherwise deems
appropriate for the administration of the Plan. Such records shall reflect the
Value of each Participant's and Beneficiary's Accounts at any time. Records of
the Committee shall be subject to the inspection of the Company and of any
Participant or Beneficiary, but only to the extent that they apply to him.

        7.07.   Payment of Expenses. All expenses incident to the
administration, termination or protection of the Plan and Trust, including but
not limited to, legal and accounting fees shall be paid by the Company.

        7.08.   Benefit Claims Procedure. The Committee shall make all
determinations as to the right of any such person to any benefit under the Plan.
Any Participant, Beneficiary, or the authorized representative of either of the
foregoing may file a request for benefits under the Plan. Such request shall be
deemed filed when made in writing addressed or hand-delivered to the Committee
in care of the Company. Such request shall be on such form and pursuant to such
rules as are adopted by the Committee and shall set forth the basis of such
claim. Upon receipt of such claim, the Committee shall conduct such examinations
as may be necessary to determine

                                       16

<PAGE>

the validity of the claims and, if appropriate, shall take such steps as may be
necessary to facilitate the distribution to which the claimant is entitled.

        7.09.   Claims Review Procedure. If any claim for benefits is denied,
the Committee shall notify the claimant in writing. The notice of the denial of
benefits shall state the specific reason for such denial and cite any applicable
provisions of the Plan upon which the denial is based. If the claim can be
corrected, a request for such information shall be made and the reason for
requesting such additional information shall be stated in the notice to the
claimant. The claimant shall be entitled to appeal the decision to the Committee
for a period of sixty (60) days after receipt of the notification of denial. The
claimant shall be advised that the failure to perfect and appeal within such
sixty (60) day period shall make the Committee's initial decision conclusive.
The Committee shall furnish the claimant or his personal representative any Plan
information needed to perfect his appeal.

        7.10.   Unclaimed Benefits. Each Participant and Beneficiary of a
deceased Participant shall file with the Committee from time to time in writing,
his home address and each change of home address. Any communication addressed to
the Participant or the Beneficiary at his last home address filed with the
Committee, or if no such address was filed, then at his last home address as
shown on the Company's records, shall be binding on the Participant or
Beneficiary for all purposes of the Plan. The Committee shall not be obligated
to search for or ascertain the whereabouts of any Participant or Beneficiary. If
the Committee furnishes notice to any Participant or Beneficiary of a deceased
Participant, that he is entitled to a distribution and the Participant or
Beneficiary fails to claim such distribution or make his whereabouts known to
the Committee, such benefit shall be retained by the Plan until the earlier of
(i) the date the Plan is terminated or (ii) the date the Company is liquidated.
Such Participant's benefit shall then be disposed of as follows:

                (a)     If the Participant has not been located by the time of
        distribution of assets, and the whereabouts of the Beneficiary of such
        Participant then is known to the Committee, payment shall be made to
        such Beneficiary.

                (b)     If the whereabouts of both such Participant and his
        Beneficiary are unknown to the Committee, the Committee may direct the
        distribution of such Participant's benefit to the Company.

        7.11.   Indemnification. The Company shall indemnify each member of the
Committee from and against any and all liabilities, costs, damages or expenses
occasioned by any act or omission except in any event when the same is
judicially determined to be due to the gross negligence willful misconduct or
fraud of such member. The Company may purchase insurance to the extent deemed
appropriate in connection with such indemnification.

                                  ARTICLE VIII.

                          AMENDMENT AND ADMINISTRATION

        8.01.   Amendment. The Company may amend this Plan, at any time and from
time to time, in whole or in part. An amendment of the Plan may be retroactive
or modify existing

                                       17

<PAGE>

elections made by Participants to the extent the Committee determines that such
amendment is necessary to comply with the laws applicable to the Plan and Trust.
The Company shall notify each Participant in writing of any Plan amendment.

        8.02.   Termination. The Company may terminate or discontinue the Plan
in whole or in part at any time without any liability for such termination or
discontinuance. Upon Plan termination, all Deferral Elections shall cease.

                                   ARTICLE IX.

                                  MISCELLANEOUS

        9.01.   Limitation of Rights; Employment Relationship. Neither the
establishment of this Plan nor any modification thereof, nor the creation of any
fund or account, nor the distribution of any Benefit, shall be construed as
giving a Participant or other person any legal or equitable right against any
Employer except as provided in the Plan, or as providing any assurance,
representation or agreement that the Participant will be continued as a member
of the Board.

        9.02.   Limitation on Assignment. Benefits under this Plan may not be
assigned or alienated by any Participant. A Participant's or Beneficiary's
interest in benefits under the Plan shall not be subject to debts or liabilities
incurred by the Participant and shall not be subject to attachment, garnishment
or other legal process as a result of any of the Participant's debts or
liabilities.

        9.03.   Accounting Treatment. The Company intends that the maintenance
and administration of the Plan will result in fixed treatment for accounting
purposes and not variable treatment. The Committee is authorized and expected to
adopt such rules and procedures as may be necessary to assure that fixed
accounting treatment is obtained. Without limiting the generality of the
foregoing, any portion of a Participant's Benefit that is held in Common Shares
may not be diversified, directly or indirectly, or paid otherwise than in the
form of Common Shares, unless the Committee determines that such diversification
or payment can be made consistent with fixed accounting treatment.

        9.04.   Representations. The Company does not represent or guarantee
that any particular federal or state income, payroll, personal property or other
tax advantages will result from participation in this Plan. Participants are
expected to consult with their own professional tax advisors to determine the
tax consequences of participation in the Plan. Furthermore, the Company does not
represent or guarantee successful investment of amounts deferred hereunder, and
shall not be required to repay any loss which may result from such deferral.

        9.05.   Severability. In the event that any provision of this Plan shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of this Plan, but shall be fully severable
and the Plan shall be construed and enforced as if the illegal or invalid
provision had never been inserted herein.

        9.06.   Governing Law. The validity, construction, and effect of this
Plan and its enforcement shall be governed by the laws of the State of Texas.

                                       18

<PAGE>

        9.07.   Binding Effect. The provisions of this Plan shall be binding
upon each Participant and each Beneficiary or other person entitled to any
Benefits hereunder, their heirs, personal representatives, and assigns.

        9.08.   Gender and Number. As used in the Plan, the references to terms
or persons in the masculine gender shall include the feminine and neuter
genders, and vice versa. The singular number shall include the plural and vice
versa.

        9.09.   Mergers, Consolidations, and Transfers. In the event of the
acquisition by or merger of the Company into any other company, the Plan shall
be deemed terminated as of the effective date of such acquisition or merger
unless the successor company expressly agrees to continue the Plan.

        9.10.   Notices. Any notice which shall or may be given under the Plan
shall be in writing and shall be mailed by United States mail, postage prepaid.
If notice is to be given to the Company, such notice shall be addressed to the
Company at its principal place of business or, if notice to a Participant,
addressed to the address shown on the Employer's records for such Participant.
It shall be the responsibility of each Participant to keep the Committee
informed of any change of address. Any distribution mailed or delivered to the
last known address of a Participant of Beneficiary shall completely discharge
the Plan and the Employers from any further liability to such Participant to the
extent of such payment. The Committee may establish rules and procedures under
which any notice required or permitted under the Plan may be given in writing by
electronic mail, facsimile or similar means. Any document transmitted in
accordance with the procedures established by the Committee shall not be
invalidated due to the absence of a manual signature.

        9.11.   Binding Effect. The Plan shall be binding upon the Company and
its respective successors or assigns, and upon each Participant, Beneficiary,
and their respective assigns, heirs, executors and administrators.

        9.12.   Adoption by Affiliates.

                (a)     Any Affiliate may, with the approval of the Committee,
        adopt this Plan. Thereafter, such adopting affiliate shall be deemed the
        "Employer" with respect to Participants who serve as trustees of such
        Employer; provided, however, that the Company and the Committee shall
        retain all powers of administration under the Plan.

The adoption of the Plan by any Affiliate shall be evidenced by written
resolutions of the governing bodies of the Company and the other Affiliate.

                                       19

<PAGE>

        IN WITNESS WHEREOF, the Company has adopted this Executive Choice Share
Deferral Plan for Trustees as of the 12th day of February, 2003.

                                             PRENTISS PROPERTIES
                                             ACQUISITION PARTNERS, L.P.

                                                /s/ THOMAS F. AUGUST

                                             By:    THOMAS F. AUGUST
                                                    ----------------------------
                                             Title: CHIEF EXECUTIVE OFFICER
                                                    ----------------------------