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                                                                    EXHIBIT 10.3

                      PRENTISS PROPERTIES EXECUTIVE CHOICE

                     DEFERRED COMPENSATION PLAN FOR TRUSTEES

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                                Table of Contents

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EXHIBIT 10.3

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.   Board Member's Compensation Deferral Election...................2
  1.07.   Change of Control...............................................2
  1.08.   Code............................................................3
  1.09.   Committee.......................................................3
  1.10.   Common Shares...................................................3
  1.11.   Company.........................................................3
  1.12.   Compensation Reduction Account..................................3
  1.13.   Deferral Election...............................................3
  1.14.   Disability......................................................3
  1.15.   Effective Date..................................................3
  1.16.   Eligible Person.................................................3
  1.17.   Employer........................................................3
  1.18.   Insolvent; Insolvency...........................................4
  1.19.   Open Enrollment Period..........................................4
  1.20.   Participant.....................................................4
  1.21.   Plan............................................................4
  1.22.   Plan Administrator..............................................4
  1.23.   Plan Year.......................................................4
  1.24.   PPT.............................................................4
  1.25.   Termination of Service..........................................4
  1.26.   Trust; Trust Fund...............................................4
  1.27.   Trustee.........................................................4
  1.28.   Unforeseeable Emergency.........................................4
  1.29.   Value; Valuation................................................5
  1.30.   Valuation Date..................................................5

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

  2.01.   Determination of Eligibility....................................5
  2.02.   Notice of Eligibility...........................................5
  2.03.   Enrollment in Plan..............................................5
  2.04.   Minimum Deferral................................................5
  2.05.   Irrevocability of Deferral Elections............................6
  2.06.   Termination of Participation....................................6

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                                Table of Contents
                                   (continued)

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

  3.01.   Board Member's Compensation Deferral Election...................6
  3.02.   Effect on Compensation and Other Plans..........................7

ARTICLE IV.    EMPLOYER CONTRIBUTIONS.....................................7

  4.01.   Discretionary Employer Contributions............................7
  4.02.   Vesting in Employer Contributions...............................7
  4.03.   Information to be Provided to the Committee.....................7

ARTICLE V.     DEEMED INVESTMENT OF DEFERRED AMOUNTS......................7

  5.01.   Tracking Of Deferral Elections..................................7
  5.02.   Deemed Investment of Cash Deferrals.............................7
  5.03.   Use of Third Party Recordkeepers................................8
  5.04.   Supplemental Insurance..........................................8
  5.05.   Unfunded Nature of Benefits.....................................9
  5.06.   Investment with Executive's Deferral Plan.......................9

ARTICLE VI.    PAYMENT OF BENEFITS........................................9

  6.01.   Time of Payment.................................................9
  6.02.   Payment of Benefits Following Termination of Service............9
  6.03.   Withdrawal of Deferrals Prior to Termination of Service........10
  6.04.   Form of Distribution of Benefits...............................11
  6.05.   Payment Upon Change of Control.................................12
  6.06.   Payment to Beneficiary.........................................12
  6.07.   Loans..........................................................13
  6.08.   Benefit Payment on Disability or Incapacity....................13

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

  7.01.   Powers and Responsibilities of the Company.....................14
  7.02.   Powers and Responsibilities of the Committee...................14
  7.03.   Committee Procedures...........................................15
  7.04.   Coordination with Other Executive Choice Plans.................15
  7.05.   Records and Statements.........................................16
  7.06.   Payment of Expenses............................................16
  7.07.   Benefit Claims Procedure.......................................16
  7.08.   Claims Review Procedure........................................16
  7.09.   Unclaimed Benefits.............................................16
  7.10.   Indemnification................................................17

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                                Table of Contents
                                   (continued)

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                                                                        ----

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

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

ARTICLE IX.    MISCELLANEOUS.............................................17

  9.01.   Limitation of Rights; Continuing Service as Trustee............17
  9.02.   Limitation on Assignment.......................................17
  9.03.   Accounting Treatment...........................................18
  9.04.   Representations................................................18
  9.05.   Severability...................................................18
  9.06.   Governing Law..................................................18
  9.07.   Binding Effect.................................................18
  9.08.   Gender and Number..............................................18
  9.09.   Mergers, Consolidations, and Transfers.........................18
  9.10.   Notices........................................................18
  9.11.   Binding Effect.................................................19
  9.12.   Adoption by Affiliates.........................................19

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                               PRENTISS PROPERTIES

            EXECUTIVE CHOICE DEFERRED COMPENSATION 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
Compensation Reduction 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 "Compensation Reduction Account." The
maintenance of Accounts is solely for the purpose of tracking the amount payable
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
deferred amounts actually be deposited or maintained in the Trust, or that
deferred amounts be 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.

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        1.04.   Benefit. "Benefit" means the Value of the Participant's
Compensation Reduction Account and the Value of the vested portion of the
Participant's Account derived from Employer contributions (if any) made under
Article IV, determined as of the most recently preceding Valuation Date. In the
case of a Benefit payable to a Beneficiary due to the death of a Participant who
has deferred the receipt of compensation pursuant to Article III, the Benefit
payable to such Beneficiary may include a supplemental death benefit as provided
in Section 5.04.

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

        1.06.   Board Member's Compensation Deferral Election. A "Board Member's
Compensation Deferral Election" means an election by a member of the Board to
defer receipt of all or any portion of the cash compensation otherwise payable
to him, as determined under Articles II and III.

        1.07.   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

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

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

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

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

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

        1.12.   Compensation Reduction Account. The "Compensation Reduction
Account" means the record established and maintained for each Participant in
accordance with Article III hereof, for bookkeeping purposes only, to reflect to
the interest of the Participant in any portion of his Accounts derived from
Deferral Elections. Amounts deemed to be invested in the Compensation Reduction
Account shall be expressed in dollars and cents unless the Committee determines
that some other means of tracking the Account is appropriate.

        1.13.   Deferral Election. "Deferral Election" means a Deferral
Elections available to Participants under Article III. Unless and until
modified, a Deferral Election means a Board Member's Compensation Deferral
Election.

        1.14.   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
Persons, totally and presumably permanently prevents the Participant, from
performing the customary duties of his regular job with the Company.

        1.15.   Effective Date. "Effective Date" means February 12, 2003.

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

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

                                        3

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        1.18.   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.

        1.19.   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.

        1.20.   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.

        1.21.   Plan. "Plan" means the Prentiss Properties Executive Choice
Deferred Compensation Plan for Trustees (the plan set forth herein), as amended
from time to time.

        1.22.   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.

        1.23.   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.

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

        1.25.   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.

        1.26.   Trust; Trust Fund. "Trust" or "Trust Fund" means trust created
under the Prentiss Properties Executive Choice Deferred Compensation Plan Trust
Agreement, as amended from time to time; provided, however, that such Trust
shall comply with the model trust provisions of Rev. Proc. 92-64 and any
interpretations or modifications of such provisions issued by the Internal
Revenue Service.

        1.27.   Trustee. The "Trustee" means the person or persons (whether
corporate, individual, or a combination thereof) named in the Trust and any
successor(s) thereto.

        1.28.   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

                                        4

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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

        1.29.   Value; Valuation. "As applied to any Participant, "Value,
Valuation" and similar terms mean, on any given Valuation Date, the then current
fair market value of the Participant's Account as determined by the Committee.
Such Valuation shall consider the value of any securities, mutual funds or
investment portfolios held within any variable life insurance policy purchased
by the Trustee, but shall not attach any value to the insurance policy or
insurance coverage itself. Subject to the foregoing, the Committee may establish
such rules and procedures for the Valuation of Accounts as it determines to be
appropriate.

        1.30.   Valuation Date. "Valuation Date" means the last business day of
each calendar month and such other dates as may be specified by the Committee;
provided that the Valuation Date used to determine a Participant's Benefit to be
distributed under Article VI be not more than 60 days before the payment date
for that Participant.

                                   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.

        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, comply
with the underwriting requirements for any insurance to be purchased under the
Plan, 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 Board Member's Compensation Deferral
Election shall be $2,500.

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        2.05.   Irrevocability of Deferral Elections. A Deferral Election shall
be irrevocable once filed with the Committee except as otherwise provided in the
Plan.

        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 amounts 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.   Board Member's Compensation Deferral Election.

                (a)     Effective July 1, 2003, a member of the Board who is
        designated as a Participant may make a Board Member's Compensation
        Deferral Election with respect to any fees, allowances or other
        compensation otherwise payable to the Participant in cash during the
        Plan year for which a Board Member's Compensation Deferral Election is
        in effect. Such Board Member's Compensation Deferral Election shall
        specify the dollar amount or percentage of any such compensation to be
        deferred subject to the terms hereof. Up to 100% of such compensation
        may be deferred unless otherwise determined by the Committee.

                (b)     To be effective for any Plan Year, a Board Member's
        Compensation Deferral Election must be filed with the Committee during
        the Open Enrollment Period preceding such Plan Year. However, if the
        date a member of the Board first commences participation in the Plan is
        not the first day of a Plan Year, such a member of the Board may make a
        Board Member's Compensation Deferral Election for that Plan Year within
        30 days after being designated as a Participant. Such initial Board
        Member's Compensation Deferral Election shall apply to compensation
        otherwise payable to the Participant more than 30 days after the filing
        of a Board Member's Compensation Deferral Election or, if later, July 1,
        2003.

                (c)     The amount specified in the Board Member's Compensation
        Deferral Election shall not be paid or made available to the Participant
        but shall be withheld by the Company and transferred to the Trust. The
        Committee shall record such amount in the Participant's Compensation
        Reduction Account. Thereafter, the investment and accounting for such
        deferred bonuses shall be determined under Article V.

                (d)     A Board Member's Compensation Deferral Elections shall
        continue in effect from year to year while the Participant continues to
        serve on the Board and remains under the Plan unless it is revoked or
        modified during an Open Enrollment Period or unless the Committee
        suspends, cancels or modifies such election.

                                        6

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        3.02.   Effect on Compensation and Other Plans. Unless otherwise
required by law, any amount of compensation 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 Employers except to the extent provided
therein. The adoption and implementation of this Plan is not intended to amend
any other plan or program.

                                   ARTICLE IV.

                             EMPLOYER CONTRIBUTIONS

        4.01.   Discretionary Employer Contributions. Any Employer may make a
contribution for one or more Participants under the Plan for any Plan Year. The
amount and timing of such contribution shall be entirely within the discretion
of such Employer. Any such contribution may be made on any basis elected by the
Employer, which need not be consistent from year to year or among Participants
for any year. Unless otherwise determined by the Committee, any amounts
resulting from Deferral Elections shall be transferred to the Trust.

        4.02.   Vesting in Employer Contributions. If a contribution is made to
the Trust on behalf of one or more Participants, the Employer may determine the
time at which such contribution will become vested. All contributions by the
Employers shall become fully vested upon a Change of Control.

        4.03.   Information to be Provided to the Committee. If an Employer
makes a contribution on behalf of any Participant, it shall inform the Committee
of the amount of such contribution, the time or rate at which it will become
vested, and any other restrictions on such contributions. The Committee shall
maintain a record of all such contributions and limitations.

                                   ARTICLE V.

                      DEEMED INVESTMENT OF DEFERRED AMOUNTS

        5.01.   Tracking Of Deferral Elections. The compensation subject to
Deferral Elections shall be deemed to be held for investment for the benefit of
the Participants. The net increase or decrease on such deferred amounts shall
determined as provided in this Article. Unless otherwise determined by the
Committee, any amount of compensation withheld from a Participant's
compensation, otherwise deferred by the Participant, or contributed by an
Employer shall be transferred to the Trust and invested according to the terms
of the Trust.

        5.02.   Deemed Investment of Cash Deferrals.

                (a)     As soon as practical following the Effective Date, the
        Committee shall approve one or more investment portfolios to be used for
        calculating the growth of amounts credited to the Participants'
        Accounts. The Value of a Participant's Account shall be based on the
        deemed investment of such Account in one or more of such investment
        portfolios as are designated by each Participant for tracking purposes.
        At such time as the Participant becomes entitled to payment under
        Article VI, the amount to be paid shall be paid from the Company's
        general assets based on the growth of the

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        investment portfolios which the Participant has designated for tracking
        purposes. The approval of such investment portfolios by the Committee
        and the selection of such funds for tracking purposes by a Participant
        do not require that any investment actually be made in such funds.

                (b)     For purposes of tracking the Value of a Participant's
        Account, the amount deferred by a Participant shall be deemed to be
        deposited in the Trust upon the earlier of 90 days following the date it
        would, but for the Participant's Deferral Election, have been paid in
        cash to the Participant or, if earlier, the date the amount of the
        deferral is actually deposited in the Trust; provided that the foregoing
        shall not be construed to require the actual investment of amounts
        deferred by the Participant.

                (c)     The Committee shall establish rules and procedures that
        allow Participants to request that the funds designated for tracking
        purposes be changed from time to time. The Committee shall also
        establish rules to govern the time at which deferred amounts shall be
        deemed deposited and withdrawn from investment in any investment
        portfolio used for tracking purposes. Unless otherwise determined by the
        Committee, the effective date of any change in the investment funds used
        to track the growth of such contributions shall be the first day of the
        month coincident with or next following the date that such change is
        requested, provided the request complies with all requirements imposed
        by the Committee

        5.03.   Use of Third Party Recordkeepers. The Committee may engage a
third party to assist it in maintaining records related to the investment of the
Account, reporting of balances 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.

        5.04.   Supplemental Insurance.

                (a)     It is anticipated that the Trustee may use a portion of
        the Participants' Accounts to purchase life insurance on the lives of
        the Participants. The amount and structure of such insurance shall be
        determined by the Committee. Such insurance shall not be considered a
        part of the Participants' Accounts and both the insurance policy (ies)
        and any proceeds thereof shall be considered general assets of the
        Company. No Participant or Beneficiary shall have any interest in or
        claim against any such insurance policies or the proceeds thereof.

                (b)     Subject to the purchase of insurance as provided in
        paragraph (a), the Committee may establish a supplemental death benefit
        payable to the Beneficiaries of Participants who have undistributed
        Benefits under the Plan. The amount of such supplemental death benefit
        need not be uniform among Participants nor bear a uniform or consistent
        relationship to the insurance purchased. The supplemental death benefit
        may be changed from time to time. Without limiting the foregoing, the
        amount of the supplemental death benefit may be less for Participants
        who have ceased to serve as a member of the Board than for Participants
        who die while serving as a member of the Board.

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<PAGE>

                (c)     If a Participant dies prior to receiving payment of his
        entire vested interest in his Accounts, the Beneficiary of such
        Participant shall, in addition to the Value of the Participant's vested
        interest in such Accounts, be paid an additional cash benefit from the
        Company in the amount determined by the Committee under paragraph (b),
        subject, however, to claims of the creditors of the Participant's
        Employer if it has become Insolvent prior to the Participant's death. If
        a Participant dies after receiving payment of his vested interest in his
        Accounts, no further amount shall be paid to the Participant, even if a
        portion of the Participant's Account was used in to pay the premiums on
        such insurance and insurance proceeds are paid to the Trust as a result
        thereof.

                (d)     Any proceeds received by the Trust as a result of a
        Participant's death shall be retained in the Trust or unless otherwise
        determined by the Company. The Company may from time to time require the
        Trustee to transfer all or any portion of such proceeds to the Company

        5.05.   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 payment under the Plan shall
have any claim, right, security, preference or other interest in any asset of
any Company except to the extent that (i) an Employer has not transferred to the
Trust as required by Article III any amount covered by a Deferral Election, (ii)
the Trust Fund has been used in whole or in part to pay debts owed by an
Employer to its creditors or (iii) an Employer has otherwise used the Trust Fund
for its own benefit or violated the terms of the Plan or the Trust. 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.

        5.06.   Investment with Executive's Deferral Plan. Any amount
transferred hereunder to the Trust may be commingled with amounts transferred by
Participants in the Prentiss Properties Executive Choice Deferred Compensation
Plan and with any dividends transferred to the Trust under the Prentiss
Properties Executive Choice Share Deferral Plan or the Prentiss Properties
Executive Choice Share Deferral Plan for Trustees.

                                   ARTICLE VI.

                               PAYMENT OF BENEFITS

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

        6.02.   Payment 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 payment of the

                                        9

<PAGE>

        amounts covered by the Deferral Election made during that Open
        Enrollment Period with respect to the succeeding Plan Year will be paid
        or payment 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
        amounts deferred in subsequent years unless and until a different date
        is designed with respect to those years. The payment 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,
        the date the Participant attains a specified age, or any other
        formulation that the Committee believes will allow it to determine when
        payment must be made or commence. Any such election may provide
        alternative payment 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 payment or commencement of payment of amounts deferred for such Plan
        Year. If more than one designated payment date falls within a single
        year, the Committee may require that all payments for such year be paid
        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 may not have more than ten (10) designated payment dates
        over the life of his participation in the Plan. For purposes of the
        foregoing limitation, a payment date which is postponed under paragraph
        (c) shall together with the postponed date be treated as one payment
        date.

                (c)     The date for payment 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 payment would otherwise be made or commence and that the
        postponement is for at least an additional 12 months from the original
        payment date. No postponement shall be permitted if the Participant has
        exceeded (or would exceed) the limitation on the number of payment dates
        under paragraph (b). If the postponed date requested by a Participant
        would result in two payment dates in a single year, then both payments
        shall be made on the later of the postponed payment date or the other
        date designated for the same year as the postponed payment and treated
        as a single distribution.

                (d)     In the absence of a contrary designation, payment of the
        Participant's Benefit 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 payment 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.

                                       10

<PAGE>

                (a)     A Participant who meets the requirements of paragraph
        (b) or (d) below may withdraw all or a portion of his vested 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 with respect to the funds proposed to be
        withdrawn 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 his Benefit derived from his Deferral Elections prior to
        Termination of Service in the event of an Unforeseeable Emergency. The
        amount distributable under this paragraph may not exceed the amount
        needed to meet the Unforeseeable Emergency (including taxes imposed on
        the distribution), 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 may
        elect to 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 lump
        sum 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 funds were deferred and
        would otherwise be paid or payment 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.

                (f)     Any distribution under this Section 6.03 shall be made
        in a single cash payment.

        6.04.   Form of Distribution of Benefits.

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

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

                                       11

<PAGE>

                        (ii)    A lump sum payable at a specified number of
                years following Termination of Service, but not more than
                fifteen years;

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

                (b)     If payment 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 payments 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 payment, the default form of payment
        shall be a lump sum payment upon Termination of Service.

                (d)     Each such payment 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 payment shall be determined
        by dividing the Value of the Participant's Benefit immediately prior to
        the payment by the number of years remaining in the term of payment. Any
        undistributed portion of the Participant's Benefit shall remain subject
        to all of the terms of the Plan and Trust.

                (e)     Any Participant who has elected a form of payment or has
        been deemed to have elected a form of payment may change the form of
        payment by written notice to the Committee provided such notice is given
        at least 12 months prior to the date that payments would otherwise
        commence. If payment is to be made upon Termination of Service, any
        election to change the manner of payment must be made at least 12 months
        before such termination. In addition, any participant who has elected
        any term of installment payments may elect a lump sum distribution prior
        to or during the course of such payments subject to a 10% penalty of the
        Value of the Participant's Benefit immediately before such lump sum
        payment 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.   Payment Upon Change of Control. In the event of a Change of
Control prior to the Insolvency of the Employer on whose governing body the
Participant serves, all Benefits shall become distributable to Participants at
the date thereof. Payment shall be made in a single lump sum payment 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 payment. Any life
insurance purchased under Section 5.04 may be distributed, cashed in, converted
or otherwise disposed of as the Committee shall determine. Any proceeds
resulting from such disposition shall be allocated among Participants as
determined by the Committee.

        6.06.   Payment to Beneficiary.

                                       12

<PAGE>

                (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 Beneficiary will be entitled to a distribution of the
        undistributed balance of the Participant's vested interest in his
        Accounts, paid in a single payment. Such a Participant's Beneficiary may
        also receive a supplemental death benefit if provided under Section
        5.04.

                (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 be automatically 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 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.

        6.07.   Loans. Participants shall not be entitled to borrow any portion
of their Accounts, nor may Account 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 payment and determine when and how
the Participant's Benefit shall be paid. If the Committee determines that a
claimant who is to receive payment from the Trust Fund is a minor, mentally or
emotionally incompetent, or is for any other reason incapable of giving a valid
receipt or discharge for such payment, the Committee may direct the Trustee to
pay all or part of the payment to which such claimant is entitled to a guardian,
custodian, trustee conservator, relative, institution or other person on behalf
of such claimant; provided, however, the Trustee shall not be obligated to make
any inquiry as to the competency of any Participant, Beneficiary or other
distributee. Any payment made on behalf of a Participant or Beneficiary under
this Section shall act as a full and complete discharge and release of the
obligation of the Plan and Trust to such claimant.

Suspension of Payments During Insolvency. Upon the Insolvency of an Employer,
all payments that would otherwise be made hereunder to Participants serving on
the governing body of such Employer (and their Beneficiaries) shall be suspended
except to the extent that an event permitting distribution to one or more
Participants of Beneficiaries occurred prior to the date of

                                       13

<PAGE>

such Insolvency. Payments may resume or only upon a determination that
Insolvency has not occurred or has been cured. The determination of Insolvency
shall be governed by the Trust.

                                  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 Trustee(s) and the members of the
        Committee from time to time as it deems necessary for the proper
        administration of the Plan.

                (b)     The Company may appoint an investment manager to manage
        all or a designated portion of the Trust Fund.

                (c)     The Company shall receive and review reports of the
        receipts and disbursements of the Trust Fund from the Trustee.

                (d)     The Company shall establish a funding policy and method
        for the Plan and shall communicate such policy and method to the
        Trustee.

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

                (f)     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

                                       14

<PAGE>

        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 Trust 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;

                (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 based on information supplied
        by the Trustee.

        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, and
shall advise the Trustee of such actions in writing. The Secretary shall keep a
record of all meetings and forward all necessary communications to the Company,
the Trustee 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, the Company and the Trustee shall not be responsible for any
such action or failure to act.

        7.04.   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 Deferred Compensation Plan and the
Prentiss Properties Executive Choice Share Deferral Plan maintained for selected
management and highly compensated employees and the Executive Choice Share
Deferral Plan for Trustees. 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

                                       15

<PAGE>

Executive Choice Deferred Compensation Plan. Such administrative steps are taken
for convenience only and shall not be interpreted to negate the separate
existence and nature of each such plan.

        7.05.   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 Valuation Date.
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.

        7.06.   Payment of Expenses. All fees and expenses incident to the
administration, termination or protection of the Plan and Trust, including but
not limited to, legal, accounting, and Trustee's fees shall be paid by the
Company or the Trust, as determined by the Company. Any premiums charged with
respect to the insurance purchased under Section 5.04 and any fees and expenses
paid by the Trust shall be charged to the Accounts of Participants in such
manner as the Committee shall determine.

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

        7.08.   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.

        7.09.   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

                                       16

<PAGE>

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.

        7.10.   Indemnification. The Company shall indemnify each member of the
Committee and each other fiduciary with respect to the Plan from and against any
and all liabilities, costs, damages or expenses occasioned by any act or
omission, except to the extent that 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 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; Continuing Service as Trustee. Neither the
establishment of this Plan nor any modification thereof, nor the payment of any
benefits, 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.

                                       17

<PAGE>

        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 investment or
lack of investment.

        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.

        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. It shall be the
responsibility of each Participant to keep the Committee informed of any change
of address. Any payment mailed or delivered to the last known address of a
Participant of Beneficiary shall completely discharge the Plan and the Trust
Fund 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

                                       18

<PAGE>

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 Company,
        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.

                (b)     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.

        IN WITNESS WHEREOF, the Company has adopted this Executive Choice
Deferred Compensation 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
                                            ------------------------------------

                                       19